SUPPLIER CODE OF CONDUCT

To Our Supply Chain:

Maytronics and its subsidiaries (the “Company”) is committed to best practices regarding integrity in business conduct, including in our dealings with our suppliers, contractors and consultants. Our commitment to operate according to ethical standards is an important factor in enabling us to meet our business goals and demands of today's marketplace.

The purpose of this Code is to facilitate our suppliers’, subcontractors’ and consultants’ (collectively "Supply Chain") commitment to ethical and compliant business conduct.

In addition to the specific provisions of this Code of Conduct (the “Code”) and to any other Company policies, procedures or contractual obligations we may ask you to follow, we expect members of our Supply Chain to conduct their business activities ethically and in compliance with all applicable laws and regulations. This Code is intended to promote a culture that complies with not only the letter, but also the spirit, of all applicable laws, rules and regulations and related Company’s policies and procedures.

Conducting Your Business

The Company’s reputation is based on delivering systems and products that create value. In order to maintain this reputation, we strive for excellence in all that we do, including conducting ourselves according to leading ethical standards. We expect our Supply Chain to follow similar standards.

You should refer to this Code's principles when ethical and compliance issues arise. Each of the principles in this Code is fundamental to how we do business.

The Company relies on our Supply Chain to choose sub-tier subcontractors and suppliers that also share the values included in the Code. It is imperative that everyone working on your behalf for us conducts business in the manner prescribed by the Code.

By entering into any subcontract, consultancy or purchase order with the Company, you are committing to conduct your activities in a manner consistent with this Code. Accordingly, all of your business activities relating to work with the Company must be performed in a manner that is fair, ethical and compliant with this Code and applicable laws and regulations.

While the Code contains standards to be followed, no one document can cover all situations. If, for whatever reasons, following the Code would conflict with a legal requirement, you must comply with the law.

Thank you for doing your part in helping us maintain a leading standard of business integrity.
Maytronics

The Code:

1. Compliance with Laws
   You must comply with all applicable laws and regulations of the countries in which your operations are managed, or services provided.
2. Insider Trading
   You and your personnel must not use any material or non-publicly disclosed information obtained in the course of your business relationship with the Company as the basis for trading or for enabling others to trade in the stock or securities of any company. Also, recognizing that the Company’s shares are publicly traded, you are required to comply with all insider trading rules relating to any business dealings with us.
3. Human Rights
   You are expected to treat people with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal opportunity for all and foster an inclusive and ethical culture.
   1. Child Labor
      You must ensure that illegal child labor is not used in the performance of work. The term "child" refers to any person under the minimum legal age for employment where the work is performed. Where the law allows employment of minors above a certain age, but subjects it to certain restraints you should comply with such restraints (e.g. with regard to maximum working hours, work environment, type of work, etc.)
4. Employment Practices
   1. Harassment
      You are expected to ensure that your employees are afforded an employment environment that is free from physical, sexual, psychological and verbal harassment, or other abusive conduct.
   2. Non-discrimination
      You are expected to provide equal employment opportunity to employees and applicants for employment without discrimination, consistent with all applicable laws and regulations.
   3. Wage and Benefits
      You must pay workers at least the minimum compensation required by local law and provide all legally mandated benefits. In addition to payment for regular hours of work, workers must be paid for overtime at such premium rate as is legally required or, in those countries where such laws do not exist, at least equal to their regular hourly payment rate. Deduction from wages as a disciplinary measure should not be permitted.
   4. Free Association
      You are expected to respect the rights of workers to associate freely and communicate openly with management regarding working conditions without fear of harassment, intimidation, penalty, interference or reprisal. You are also expected to recognize and respect any rights of workers to exercise lawful rights of free association with any labor association of their choosing.
5. Anti-Corruption
   1. Anti-Corruption Laws and Regulations
      You must comply with the anti-corruption laws, directives and regulations that govern operations in the countries in which you do business. When working with us this includes compliance with the U.S. Foreign Corrupt Practices Act, among other laws and regulations.
   2. Zero Tolerance Policy
      The Company has a “zero tolerance” policy against corruption, whether done directly by Company employees or indirectly through our Supply Chain.
   3. Illegal and Improper Payments or Benefits
      Doing business the right way means never providing or receiving anything of value to obtain a business advantage or favorable treatment or exert undue influence, including offering, giving, asking for or taking any form of bribe or kickback. This prohibition extends to payments and gifts of cash or in kind, made directly or through others. You must not offer any illegal payments to, or receive any illegal payments from, any customer, supplier, their agents, representatives or others. This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine governmental action like obtaining a visa or customs clearance, even in countries/ jurisdictions where such activity may not violate local law.
   4. Due Diligence
      You are expected to exert reasonable due diligence to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, offset agreements and the hiring of intermediaries such as agents or consultants.
   5. Fraud and Deception
      You must not seek to gain any advantage of any kind by acting fraudulently, deceiving people or making false claims, or allow anyone else to do so. This includes defrauding or stealing from the Company, a customer or any third party, and any kind of misappropriation of property.
6. Competition and Anti-Trust
   We compete, but fairly and within the law. As such, where you support us in doing business, you must comply with applicable competition laws (sometimes called "antitrust laws") of all applicable countries. These laws prohibit formal or informal understandings, agreements or arrangements among competitors that unfairly restrict competition. You must not fix prices, rig bids with your competitors or participate in a cartel. This includes a prohibition on exchanging current, recent or future pricing information with competitors.
7. Conflicts of Interest
   You are expected to avoid all conflicts of interest or situations giving the appearance of a potential conflict of interest and provide notification to all affected parties in the event that an actual or potential conflict of interest arises. This includes a conflict between the interests of the Company and your or your employees’ personal interests or the interests of your or their close relatives, friends or associates.
8. Maintain Accurate Records
   You are expected to keep appropriate records to demonstrate compliance with this Code, as well as all applicable laws and regulations. This includes creating accurate records and not altering any record entry to conceal or misrepresent the underlying transaction represented by such records. Regardless of format, all records made or received as evidence of a business transaction must fully and accurately represent the transaction or event being documented. Records should be retained based on applicable document retention requirements.
9. Data Protection
   1. Protection of Confidential Information
      The Company is committed to ensure our intellectual property rights , and our proprietary and confidential information, including trade secrets, patents, trademarks, business copyrights, marketing, financial, human resources, technical and other administrative information not released to the public, as well as those of our customers and business partners, are protected to the full extent of the law and our contractual commitments. You must comply with all the applicable laws and your contractual requirements governing intellectual property rights assertions, non-disclosure obligations and use restrictions, including, without limitation, protection against disclosure, and misappropriation or infringement of patents, copyrights and trademarks. We also require that you take strict security measures to protect our (and our associates’) confidential and proprietary information. When working with the Company, you must act in accordance with any contractual, legal or any other obligation or duty, pertaining to the protection and treatment of proprietary and/or confidential information.
   2. Use of Information
      Use of proprietary, confidential, personal or any other information shall be made in accordance with any applicable data protection laws or regulations, applicable in the relevant country or region as well as any applicable contractual obligations.
   3. Information Security
      You must comply with applicable data protection and/or privacy laws and must protect the confidential and proprietary information of others, including personal information, from unauthorized access, destruction, use, modification and disclosure, through appropriate physical and electronic security procedures. You are expected to apply prevailing industry standards with regard to the installation and operation of information security measures, for both computer systems and portable electronic devices, to protect against malware and unauthorized disclosure of any proprietary information and other program related information provided by the Company. If there is a suspicion that a possible data security breach has occurred, it is critical that such circumstance be immediately reported in writing to the Company.
10. Marketing Materials and Interactions with the Media
    The Company controls the release of any marketing materials, press releases or media interviews that include a reference to the Company, our affiliated companies, our customers, our end users or our cooperative activities with you. Any such release requires advanced written approval by the Company.
11. Environment, Health, and Safety
    1. Environmental, Health and Safety Management
       You must comply with all applicable environmental, health and workplace safety laws and regulations. You are also expected to establish an appropriate management system for environmental, health and safety compliance.
    2. Conservation of Natural Resources
       You are expected to operate in a manner that actively manages risk, conserves natural resources and protects the environment in the communities within which you operate.
    3. Protection of Employee Health and Safety
       You should protect the health, safety and welfare of your employees, contractors, visitors and others who may be affected by your activities.
12. Global Trade Compliance
    You must ensure that your business practices are in accordance with all applicable laws, directives and regulations governing the import and export of parts, components and technical data. You will provide truthful and accurate information relating to import and export authorization processes and obtain import and export licenses and/or approvals where necessary.
13. Responsible Sourcing of Minerals
    You must comply with applicable laws and regulations regarding “Conflict Minerals”, which include tin, tungsten, tantalum and gold. Additionally, you should establish a policy to reasonably assure that the tin, tungsten, tantalum and gold which may be contained in the products you manufacture do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses. You should exercise, as may be directed by law or industry practice, due diligence on the source and chain of custody of these minerals and require the same from your next tier suppliers.
14. Counterfeit Parts
    You are expected to develop, implement and maintain effective methods and processes appropriate to your products to minimize the risk of introducing counterfeit parts and materials into products to be delivered to us. In addition, you will provide notification to recipients of counterfeit product(s) when warranted and exclude them from the delivered product.
15. Lobbying
    You are not authorized, directly or through others, to engage in lobbying activities designed to influence government policies, or the award or administration of government contracts, on our behalf or on behalf of our projects, without our prior approval.
16. Ethics Program Expectations
    1. Whistleblower Protection and Non-Retaliation
       You are expected to provide your employees with avenues for raising legal or ethical issues or concerns without fear of retaliation. You are also expected to take action to prevent, detect and correct any retaliatory actions. Company policy prohibits retaliation against any person making a good faith effort to report possible violations of the principles in this Code.
    2. Consequences for Violating the Code
       In the event that the expectations of this Code are not met, the business relationship may be reviewed, and corrective action pursued subject to the terms of the related procurement contracts.
    3. Ethics Policies
       Commensurate with the size and nature of your business, you are expected to establish management systems to support compliance with laws and regulations, as well as the expectations expressed within this Code. You are encouraged to implement your own written code of conduct and to flow down those principles to the entities that furnish you with goods and services. We expect you to maintain effective programs to encourage their employees to make ethical, values-driven choices in your business dealings - beyond compliance with laws, regulations and contract requirements.
17. Reporting Concerns
    1. Self-Monitoring and Reporting
       You are expected to self-monitor your compliance with this Code and promptly report any integrity concern involving or affecting the Company, whether or not the concern involves your company. When requested, you are expected to assist the Company in investigating concerns.
    2. Reporting Point of Contact
       Prompt reporting is crucial. Concerns may be raised by contacting the Company’s ISOX Manager by e-mail at: efrat.amon@maytronics.com.
18. Right to Audit
    We reserve the right to periodically review your business practices to ensure compliance with this Code. You are expected to comply with our reasonable inquiries related to your work for us and cooperate with audits and investigations.
19. Acceptance
    By signing the Maytronics Supplier Code of Conduct, the supplier acknowledge having read, understood and accepted the required principles of decent business conduct as described above.

Last Updated: October, 2019