This Code of Business Conduct and Ethics (the “Code”) has been adopted by our Board of Directors and summarizes the standards that must guide the actions of the employees, directors and executive officers of Vivesto AB and its subsidiaries (collectively the “Company”). Although they cover a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise or every situation in which ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.

We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our shareholders. All of our employees, directors and executive officers must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved.

One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.

Compliance with Laws, Rules and Regulations

We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, director or executive officer of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.

If you believe that any practice raises questions as to compliance with this Code or applicable law, rule or regulation or if you otherwise have questions regarding any law, rule or regulation, please contact your immediate supervisor or his/her supervisor.

Conflicts of Interest

Our employees, directors and executive officers have an obligation to conduct themselves in an honest and ethical manner and to act in the best interest of the Company. All employees, directors and executive officers should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole, including those of its subsidiaries and affiliates. A conflict of interest can arise when an employee, director or executive officer takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, director or executive officer (or a member of his or her family) receives improper personal benefits as a result of the employee’s, director’s or executive officer’s position in the Company.

Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest:

  • Working, in any capacity, for a competitor, customer or supplier while employed by the Company.
  • Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Company from a competitor, customer or supplier.
  • Competing with the Company for the purchase or sale of property, products, services or other interests.
  • Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as an employee, director, or executive officer of the Company and not including routine investments in publicly traded companies).
  • Receiving a loan or guarantee of an obligation as a result of your position with the Company.
  • Directing business to a supplier owned or managed by, or which employs, a relative or friend on a non-commercial basis.

Situations involving a conflict of interest may not always be obvious or easy to resolve. You should always report actions that may involve a conflict of interest.

In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of an employee, director or executive officer, the employee, director or executive officer involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code and disclose it to the Audit Committee.

Protection and Proper Use of Company Assets

Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, directors and executive officers. Loss, theft and misuse of Company assets directly impact our profitability.

The sole purpose of the Company’s equipment, vehicles, supplies and electronic resources (including hardware, software and the data thereon) is the conduct of our business. They may only be used for Company business consistent with Company guidelines.

Corporate Opportunities

Employees, directors and executive officers are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, director or executive officer may use corporate property, information or position for personal gain, and no employee, director or executive officer may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company or any situation in which the employee, director or executive officer takes away from the Company opportunities for sales or purchases of property, products, services or interests.

Fair Dealing

Each employee, director and executive officer of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action.

Occasional business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

Practices that are acceptable in commercial business environments may be against the law or the policies governing national or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the Chief Financial Officer.

Quality of Public Disclosures

The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of operations. Our reports and our other public communications shall include full, fair, accurate, timely and understandable disclosure.

Trading in Company Securities

All employees are prohibited to short-term trade in Company shares. This prohibition means that shares in the Company may be sold no earlier than three months after they were bought.

Using non-public Company information to trade in securities, or providing a family member, friend or any other person with non-public Company information, is illegal. All such non-public information should be considered inside information and should never be used for personal gain. You are required to familiarize yourself and comply with the Company’s policy against insider trading, copies of which are available from the General Counsel and the internal IT-storage. You should contact the General Counsel with any questions about your ability to buy or sell securities.

Protection of Confidential Proprietary Information

Confidential proprietary information generated by and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.

Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, directors and executive officers to observe such rights.

Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in your possession upon leaving the Company.

Compliance with Antitrust Laws

The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers and the allocation of markets or customers. Antitrust laws can be complex, and violations may subject the Company and its employees to criminal sanctions, including fines, jail time and civil liability. If you have any questions about our antitrust compliance policies, consult the Chief Financial Officer.

Accuracy of Company Financial Records

We maintain the highest standards in all matters relating to accounting, financial controls, internal reporting and taxation. All financial books, records and accounts must accurately reflect transactions and events and conform both to required accounting principles and to the Company’s system of internal controls. Records shall not be distorted in any way to hide, disguise or alter the Company’s true financial position.

Environment, Health and Safety

We are committed to conducting our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and the communities in which we conduct our business. Achieving this goal is the responsibility of all employees, directors and executive officers.

Waivers and Amendments

Please contact the Audit Committee if you believe that a waiver under a provision of this Code is warranted. The Audit Committee must approve a grant of a waiver hereunder. A majority of the Board of Directors of the Company must approve waivers for any executive officer or director.

In the event that any substantive amendment is made or any waiver is granted, the waiver will be posted on the Company’s website or in a Current Report on Form 8-K, allowing shareholders to evaluate the merits of the particular waiver.


The Board shall review this Code annually and make changes as appropriate.