Code of Business Conduct

Preamble

Up Coop Group Identity

The Up Coop Group, which has upheld cooperative values for more than 50 years, places great importance across all its operations on the exemplary conduct of its employees, regardless of their role or position.

The Code of Business Conduct defines the framework for how we operate and serves as a common foundation that all employees are expected to uphold. While the Code is rooted in our core values, proactivity, innovation, solidarity, entrepreneurship, and fairness, as well as our existing policies, it also supports our strategic plan by addressing new challenges and opportunities in an evolving economic, technological, legal, and regulatory environment.
In accordance with the Up Coop Group policy « Business Conduct »1 the purpose of this Code is to formalize the Group’s existing principles and define the best practices to be followed in the course of our day-to-day activities.
The prevention of corruption, the fight against money laundering and terrorist financing, and respect for fair competition and for individuals require particular attention, especially in light of the serious legal consequences that violations may entail.

Commitment to All Our Stakeholders

By adopting this Code, we reaffirm our commitment to our customers, suppliers, users of our products and services, employees, public authorities, and all other partners to maintain their trust under all circumstances and to conduct our business in accordance with the highest standards of business ethics. The trust of our stakeholders is built on our integrity and reputation.

A Code That Applies to Everyone

This Code applies to all employees at every level throughout the world and covers all activities carried out by the Up Coop Group’s subsidiaries and controlled companies.

We also expect companies in which the Group holds an ownership interest, as well as third parties acting on behalf of the Up Coop Group, including representatives, agents, consultants, and external service providers, to fully comply with this Code under all circumstances.

Each company within the Up Coop Group is therefore responsible for implementing the procedures and tools necessary to ensure compliance with the principles and requirements set out in this Code.

Compliance with the Code

This Code establishes the standards that must be followed while also serving as a practical guide to help employees navigate situations that may present ethical or compliance risks. Every individual’s actions can have an impact on the Up Coop Group. Employees are therefore expected to embrace these standards and comply with them at all times.

Failure to comply with this Code may result in disciplinary action in accordance with applicable local laws and the relevant collective bargaining agreements within the Group.

Some of these standards are derived from national or international legal and regulatory requirements. Failure to comply with them may damage the Up Coop Group’s reputation and undermine the trust of both internal and external stakeholders. In cases of non-compliance, employees or the Up Coop Group may also be subject to civil liability or even criminal liability.

Reporting Misconduct

If there are reasonable grounds to believe that a particular situation is inconsistent with ethical standards or with the laws, regulations, or policies applicable within the Up Coop Group, every employee must be able to report the matter to their General Manager or notify the department responsible for handling such matters.

Principles

Compliance with National and International Laws and Regulations

General Guidelines

The Up Coop Group is committed to conducting its business in full compliance with applicable laws, recognizing legal compliance as a cornerstone of its reputation and integrity. Because the Up Coop Group operates internationally, its activities are governed by a wide range of laws and regulations. Each company within the Up Coop Group, as well as its employees, is required to comply with the laws and regulations in force in the countries where it operates, particularly those relating to commercial, financial, tax, labor, social, and environmental matters.

In addition, by joining the United Nations Global Compact and supporting its Ten Principles covering human rights, labor, the environment, and anti-corruption, the Up Coop Group has committed to upholding these principles worldwide.

Accordingly, beyond complying with applicable laws and regulations, every employee is expected to act with integrity in the performance of their duties and to honor the commitments made to all stakeholders of the Up Coop Group.

Fair Competition

The Up Coop Group believes that healthy and fair competition is a driving force for growth. Accordingly, it is committed to complying with the laws and regulations that promote fair competition and prohibit practices that could restrict or distort the marketplace.

In accordance with our Responsible Purchasing Charter, our decisions are based on objective criteria such as service quality, product and service quality, compliance with social and environmental standards, and price. We are therefore committed to working only with partners, customers, and suppliers who share these principles.

Employees are expected to be familiar with these rules and to apply their principles in the performance of their duties.

Zero Tolerance for Corruption

The Up Coop Group has zero tolerance for corruption in any form, whether direct or indirect, and whether it occurs in the public or private sector.

Accordingly, the Up Coop Group prohibits all employees from offering, accepting, or requesting any improper benefit intended to secure, retain, or obtain an individual or collective business or financial advantage. Employees are also strictly prohibited from making payments or providing anything of value, including gifts, loans, excessive hospitality, or the use of company assets or resources, for the purpose of improperly influencing any decision. Only legitimate services that have actually been provided and are permitted by applicable law may be paid for.

Prevention of Conflicts of Interest

Relationships with Competitors, Customers, Suppliers, and Employees

A conflict of interest may arise whenever an employee is in a position to influence decisions that could result in a personal benefit for themselves or provide an advantage to someone with whom they have a close personal relationship. Any situation in which an employee’s personal interests (including family relationships, financial interests, or similar circumstances), or those of their family members, conflict with the interests of the Up Coop Group is prohibited. Employees must also avoid any conflict of interest involving competitors, suppliers, or customers.

Every employee is responsible for making decisions that serve the best interests of the Up Coop Group and do not conflict with those interests. Employees must promptly disclose to their direct manager any situation that could give rise to a conflict of interest so that appropriate measures can be taken to prevent or address such situations.

Gifts and Hospitality

Employees of the Up Coop Group must not accept gifts, hospitality, entertainment, or any other benefits from customers or suppliers if doing so could compromise their ability to make objective professional decisions in the best interests of the Up Coop Group. Likewise, employees must not offer any gifts, benefits, or other advantages to customers or prospective customers with the intent of influencing their decisions, such as securing business opportunities or contracts.

The Up Coop Group recognizes, however, that certain business-related gifts and hospitality accepted or offered in accordance with applicable laws and customary local business practices are permissible, provided they are not intended to obtain an improper advantage.

Public Activities

As an organization proud of its social heritage and core values, the Up Coop Group remains politically, religiously, and philosophically neutral. In particular, it does not support any political candidates, political parties, or affiliated organizations.

As a committed and socially responsible organization, the Up Coop Group encourages its employees to engage in civic activities. However, employees must not involve the Up Coop Group in such activities, whether through financial support or in a manner that could be perceived as the Group’s endorsement.

Relations with Public Authorities

The Up Coop Group may engage in constructive dialogue with public authorities on matters of legitimate interest to the Group. It also has a responsibility to participate in discussions that support the development of laws and regulations related to its business in the countries where it operates. In accordance with the Up Coop Group Rules, such activities may only be carried out by employees who have been specifically authorized by the appropriate company management.

The Up Coop Group ensures the integrity and transparency of all communications with public authorities in order to prevent improper practices, particularly a lack of transparency, conflicts of interest, favoritism, and corruption.

Respect for Individuals

The Up Coop Group places people at the heart of its social and economic mission. Human well-being is a fundamental priority that guides its decisions and activities. Employees are the Up Coop Group’s greatest asset, and the Group is committed to providing them with the best possible quality of work life.

Health and Safety

The Up Coop Group is committed to providing a safe and healthy work environment at all of its locations around the world.

Every employee is expected to contribute to workplace safety by acting responsibly, complying with applicable health, safety, and hygiene policies and procedures, and promptly reporting any hazardous conditions or unsafe situations.

Protection of Employees

The Up Coop Group is committed to protecting its employees from risks arising from criminal acts and malicious or intentional misconduct, regardless of where they work, with particular attention to their safety during business travel.

Diversity and the Prevention of Discrimination and Harassment

As an organization founded on the values of social justice, the Up Coop Group does not tolerate any form of discrimination or harassment.

Workforce diversity is a strength of the Up Coop Group, and we value the different backgrounds, perspectives, and experiences of our employees. We are committed to providing equal opportunities for recognition and professional development, regardless of an individual’s origin, age, health condition, gender, sexual orientation, political views, or religious beliefs.

In addition, every employee has the right to have their dignity respected and protected. This principle is fundamental to the Up Coop Group. Any conduct or behavior that violates this right, including all forms of psychological or sexual harassment, is strictly prohibited.

Privacy Protection

The Up Coop Group is committed to respecting and protecting the personal data of all its stakeholders. Accordingly, we collect and use only the information that serves the legitimate interests of our customers, business partners, and employees and helps improve the quality of our services.

Personal data is collected solely for legitimate business purposes and is processed in strict compliance with applicable legal requirements, particularly those relating to data protection and privacy.

Environmental Protection

The Up Coop Group offers products and services with a low environmental impact. As a socially responsible organization, it also integrates environmental sustainability into its corporate strategy.

The Up Coop Group is committed to combating climate change and expects its subsidiaries and business partners to actively participate in initiatives aimed at improving energy efficiency and environmental performance.

Protection of the Up Coop Group’s Assets

Protection of Information

Confidential information includes non-public strategic, financial, technical, or business information and documents whose disclosure outside the Up Coop Group could harm the Group’s interests. All employees are responsible for protecting the Up Coop Group against the unauthorized disclosure of confidential information relating to the Group or its stakeholders.

Protection of the Up Coop Group’s Assets and Resources

The Up Coop Group’s tangible and intangible assets are valuable resources that contribute to its business performance and long-term success. Every employee is responsible for protecting these assets and ensuring they are used solely for legitimate business purposes.

Employees must take appropriate care to prevent the misuse, waste, damage, alteration, fraud, loss, or theft of the Up Coop Group’s assets and resources.

Financial and Tax Practices

Accurate Financial Reporting

The Up Coop Group is committed to maintaining complete, accurate, and timely accounting records that present a true and fair view of the Group’s financial position, operating results, transactions, assets, and liabilities. These records are prepared in accordance with generally accepted accounting principles and the Up Coop Group’s internal control policies and procedures.

The Up Coop Group’s executives and employees must refrain from any action that could compromise the accuracy, integrity, or reliability of the Group’s financial statements.

Tax Compliance

The Up Coop Group conducts its business in full compliance with applicable tax laws and regulations and pays all required local and national taxes and fees.

The Up Coop Group strictly rejects tax evasion and any form of facilitation of tax evasion. In particular, it prohibits transactions carried out through tax havens for the purpose of avoiding tax obligations.

Combating Money Laundering and Terrorist Financing

Money laundering is the process of concealing or disguising, by any means, the illegal origin of assets or proceeds derived from criminal activities, including human trafficking, tax fraud, and corruption, in order to make them appear to have been obtained from legitimate sources.

Terrorist financing refers to the direct or indirect provision of funds or financial resources to an organization or group for use in carrying out terrorist activities.

The Up Coop Group implements specific governance, training, and due diligence measures designed to prevent, identify, and manage the risks of money laundering and terrorist financing.

Internal Control Framework

The Up Coop Group has established an internal control framework consisting of policies, procedures, tools, and activities designed to support the oversight of its operations, enhance operational effectiveness, and ensure the efficient use of its resources. The Code of Business Conduct is an integral part of this framework.

Senior management is responsible for ensuring that the principles set out in the Code are observed by all employees of the Up Coop Group. In day-to-day operations, this responsibility is delegated to the directors and managers of each Group company.

To support the adoption and implementation of these principles in everyday business activities, employees may be provided with awareness initiatives, training programs, and other educational activities.

The application of these principles within the Up Coop Group’s subsidiaries, and compliance with them, may be reviewed by the Up Coop Group’s internal auditors.