Return to flip book view

COMPLIANCE POLICIES AND PROCEDURES MANUAL JUNE 2020 1 For internal use only

INTRODUCTION TABLE OF CONTENTS 1 IMPLEMENTATION RULES Policy 110 General Overview of Sonepar s Compliance Program 8 Policy 120 Compliance Organization and Responsibilities 9 Policy 130 Deployment of the Code of Conduct the Manual and the Supplier Code of Conduct 14 2 RAISING CONCERNS AND REPORTING VIOLATIONS Policy 210 Whistleblowing Policy 16 3 APPLICABLE POLICIES AND PROCEDURES Policy 310 Anti corruption Policy 24 Policy 311 Glossary 27 Policy 312 Gifts Invitations and Travel Expenses 31 Policy 313 Sale of Non Core Products 38 Policy 314 Facilitation Payments 41 Policy 315 Political Contributions 43 Policy 316 Charitable Donations and Sponsorships 45 Policy 317 Dealing with Business Partners 47 Policy 318 Acquisitions 53 Policy 319 Accounting and Financial Records 54 Policy 320 Conflict of Interest Policy 55 Policy 330 Fair Competition Policy 59 Policy 340 International Trade Control Policy 65 Policy 350 Personal Data Protection 71 Policy 351 Associates Privacy Policy Policy 360 Facing Dawn Raids 72 78 For internal use only 2

INTRODUCTION 1 PURPOSE OF THIS MANUAL The Group Code of Conduct is the cornerstone of global compliance and integrity within Sonepar After the first issue in 2017 an updated version was released across the Group in early 2020 It was enriched on the basis of the latest regulatory developments best practices and Sonepar s corruption and influence peddling risk mapping Sonepar expects its Business Partners to commit to the same high level of ethics As such specific standards are set out in a dedicated Supplier Code of Conduct and the Group has deployed procedures and tools to assess the integrity of its Business Partners The purpose of the Compliance Policies and Procedures Manual the Manual is to document Sonepar s Compliance Policies and Procedures deriving from the Code of Conduct The Manual constitutes an integral part of the Code of Conduct The Code of Conduct and the Manual are part of Sonepar s Compliance Program They will be supplemented and illustrated through different types of trainings including in person presentations and or e learning sessions These training programs will enable relevant target participants to identify and manage the integrity risks Sonepar is exposed to including without limitation when it comes to corruption and influence peddling All committed all compliant Marie Christine COISNE ROQUETTE Chairman 3 Philippe DELPECH Chief Executive Officer For internal use only

2 CONTENT OF THE MANUAL 4 SCOPE The Manual is implemented to address the risks identified in Sonepar s risk mapping as updated from time to time including in particular corruption and influence peddling risks The Manual applies across Sonepar to all associates whatever their function in all operating companies worldwide including without limitation controlled joint ventures The main objectives are to Where Sonepar is a minority shareholder in a joint venture Sonepar seeks to ensure that the majority shareholders and management abide by the principles of the Code of Conduct and the Manual and apply equivalent standards explain how certain risks such as corruption and influence peddling may arise in the conduct of Sonepar s activities set out the rules all associates must follow in their day to day activities provide resources to help associates handle potentially high risk situations and highlight the circumstances in which associates must seek assistance Sonepar expects all Business Partners to abide by standards at least equivalent to those of Sonepar The Manual contains several policies procedures and appendices These appendices form an integral part of this Manual and are available on MySonepar and local intranets They are also available upon request to the Legal Risk and Compliance Network 3 FORMAT AND UPDATE The Manual is issued in electronic format and is available on MySonepar and on local intranets It will be available in different languages as relevant for the Group It is for internal use only and shall not be communicated outside the Sonepar Group without the General Counsel s prior written approval The Code of Conduct and the Manual will be reviewed and updated on a regular basis in light of lessons learned evolving regulations and updated risk mapping All capitalized terms are defined in the Manual For internal use only 4

5 HOW DOES THE MANUAL RELATE TO LOCAL POLICIES AND PROCEDURES Sonepar operates in dozens of countries each with specific legal and regulatory requirements Sonepar has adopted this Manual to provide an overview of the commitments rules and processes that govern its daily global operations In some countries more stringent laws and regulations may apply If the Manual conflicts with a local policy or procedure the Manual prevails unless the local policy or procedure is more restrictive In some cases this Manual requires Sonepar Regions to adopt regional policies and procedures 6 RESPONSIBILITIES FOR DEPLOYMENT All associates are expected to be familiar with the Code of Conduct and the Manual to comply with their principles and rules and to behave in an ethical manner in all circumstances leading by example Managers have additional responsibilities and play a key role in ensuring compliance including without limitation consulting the Legal Risk and Compliance Network when in doubt and reporting and escalating concerns discussing and promoting the principles and Policies and procedures contained in the Manual are mandatory Their proper deployment will be regularly audited rules set out in the Code of Conduct and the Manual with their teams and Business Partners ensuring effective deployment of the Code of Conduct and the Manual and responding to questions and establishing and maintaining a climate of trust that makes associates feel comfortable in raising concerns 5 For internal use only

7 MAKING THE RIGHT DECISION The Code of Conduct and the Manual are designed to guide associates in dealing with various situations they may face in their day to day business activities and which might pose integrity or ethical questions However all situations they may encounter cannot be anticipated Making ethical decisions can seem complicated as it often involves making decisions that go beyond simply respecting a set of rules In such situations we are all expected to use our best judgment to make good decisions and consult identified resources for advice MAKING THE RIGHT DECISION When in doubt always ask yourself the following questions Is what I am doing legal and am I authorized to do it NO NOT SURE YES Is it in line with thr Code of Conduct and other internal policies procedures NO NOT SURE YES Does this reflect well on me my business unit and or Sonepar NO NOT SURE Seek advice YES Is it the right thing to do and am I leading by example NO NOT SURE YES If the answer to any of the above questions causes you concern do not keep it to yourself Speak to your manager someone from the Legal Risk Compliance Network your HR Department or other Sonepar resources They will be able to assist you 8 NON COMPLIANCE Failure to respect the Code of Conduct and the Manual may have major adverse consequences These consequences can be serious not only for Sonepar but also for the involved individuals and can include among others disciplinary sanctions fines imprisonment and reputational damage All violations of the Code of Conduct and or the Manual are treated as serious matters Non compliance may result in disciplinary sanctions up to and including termination of employment and potential legal actions against the offenders For internal use only 6

IMPLEMENTATION RULES COMPLIANCE POLICIES AND PROCEDURES MANUAL SONEPAR JUNE 2020 7 For internal use only

POLICY 110 GENERAL OVERVIEW OF SONEPAR S COMPLIANCE PROGRAM Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 Conducting regular risk assessment Enforcing standards through disciplinary measures Responding promptly to identified violations and applying corrective measures Implementing a Code of Conduct and Compliance Policies Procedures LEADERSHIP Conducting internal monitoring and auditing Defining a clear compliance organization Conducting effective compliance training and education Developing effective lines of communication For internal use only 8

POLICY 120 COMPLIANCE ORGANIZATION AND RESPONSIBILITIES Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 Sonepar has set up a compliance organization with a view to disseminating a culture of ethics and compliance EXECUTIVE Chairman Corporate Board Audit Committee Assessment of the compliance program s effectiveness Executive Committee EVALUATION Internal Control Internal Audit COMPLIANCE GOVERNANCE Gener REGION COUNTRY Implementation of the compliance program 9 Strategic decisions and leadership Country General Management OpCo General Management Regional General Counsels Country Lawyers and Compliance Champions For internal use only HEADQUARTER General Counsel Legal Risk Compliance Design and oversight of the compliance program

1 EXECUTIVE RESPONSIBILITIES 2 HEADQUARTER RESPONSIBILITIES 2 1 Responsibilities of the General Counsel 1 1 Responsibilities of the Corporate Board and Audit Committee Compliance is a topic raised regularly in Corporate Board and Audit Committee meetings Under the Internal Rules of Procedure of the Corporate Board The Corporate Board is responsible for amongst other things reviewing the reports of the Audit Committee the external auditors and the internal control teams as well as risk management reports in particular compliance risks and assessing policies and procedures Irrespective of his her other responsibilities the General Counsel is responsible for coordinating the effective implementation of Sonepar s Compliance Program and its dissemination throughout the Group He she reports to the CEO and is a member of the Sonepar Executive Committee SEC The General Counsel chairs the Sonepar International Legal Compliance Committee SILCC The General Counsel shall prepare and submit to the SEC the Audit Committee and the Corporate Board periodic reports regarding The preparation implementation and follow up of the corruption and influence peddling risk mapping as well as any other compliance related risk assessment The Audit Committee is responsible for amongst other things providing oversight of the Sonepar s governance risk management and internal control practices and providing advice and guidance on the adequacy of Sonepar s initiatives for values and ethics The implementation of Sonepar s Compliance Program within the Group The investigations conducted and the violations identified as well as the corrective actions implemented as a result thereof as applicable Threatened or ongoing government investigations and queries and governance structure Significant risk management internal control framework oversight of the internal audit activity external auditors and other providers of assurance and evolutions of relevant laws regulations and case law which may have a significant impact on Sonepar s risk profile reputation financial performance and or business activities financial statements 1 2 Responsibilities of the Chairman and Chief Executive Officer CEO Under Sonepar s Governance Charter The Chairman is in charge of ensuring that Sonepar s ethics and integrity are upheld He she ensures that appropriate rules and procedures are in place to prevent and sanction unethical behaviors such as fraud corruption and influence peddling The CEO is in charge of applying Sonepar s values the Governance Charter the Code of Conduct the Manual and any rules or regulations raising awareness thereof and implementing relevant policies and procedures across the various operating companies For internal use only 10

2 2 Responsibilities of the VP Legal and Compliance The Group Compliance function is supervised by the VP Legal and Compliance who reports to the General Counsel This position was created in 2019 and covers among others the role and responsibilities that were previously held by the Chief Compliance Officer Irrespective of his her other responsibilities the VP Legal and Compliance s duties are to disseminate a culture of ethics and compliance across the Group and to ensure that management and associates abide by i applicable laws and regulations and ii Sonepar s Code of Conduct and Manual in order for Sonepar s business to be conducted in compliance with professional standards and accepted business practices carried out diligently loyally and ethically Responsibilities of the VP Legal and Compliance include among others with the support of Regional General Counsels and Compliance Champions Regularly reviewing the implementation of Sonepar s Compliance Program including training within the various Regions and Countries and in particular the policy and procedure applicable to Business Partners assessment in coordination with the VP Risks and Insurance Ensuring that Sonepar s Compliance Program is communicated clearly and adopted and understood by Sonepar associates Supervising network Receiving ethical alerts from associates or third parties through the dedicated whistleblowing channel and coordinating the investigation process led by Regional General Counsels or Compliance Champions Preparing an anonymized quarterly reporting on the ethical alerts Following up jointly with the Internal Control Department on the quarterly fraud corruption and influence peddling reports and Periodically reviewing and revising the Manual 11 Champions Sonepar s activities and associates with Sonepar s policies including without limitation the Code of Conduct and the Manual inputs to Sonepar s risk mapping including on Corruption and Influence Peddling regularly reviewing and updating Sonepar s Compliance Program to ensure it is up to date and meets current standards including the implementation of the French Sapin II law Compliance Monitoring compliance of Providing Developing the Acting as principal point of contact on government investigations and queries For internal use only

3 SUPPORT FUNCTIONS REGIONS COUNTRIES RESPONSIBILITIES 3 1 Responsibilities of the SEC members 3 1 1 Support functions Each support function SEC member is responsible for the implementation of the Compliance Program in his her area of responsibility Appoint after consultation and with the agreement of the General Counsel and supervise a Regional General Counsel or depending on local context heads of Legal and Compliance at Country level define its compliance organization and allocate dedicated means and resources for the implementation and management of Sonepar s Compliance Program Provide inputs as needed to Sonepar s risk mapping including on Corruption and Influence Peddling 3 1 2 Regional Operational Leadership Each Regional President is responsible for the implementation of Sonepar s Compliance Program in the Region falling under his her responsibility Put To that effect each Regional President shall Give in place specific policies and procedures or additional policy guidance if required and or necessary any specific authorization approval required under applicable policies and procedures and Check compliance and perform regional periodic reviews 3 2 Responsibilities at Country level Under the Governance Charter each Country top manager is responsible for promoting and monitoring the ethics of Sonepar s operations in his her Country by implementing the appropriate rules and procedures In particular each Country top manager must monitor the Business Partner Assessment to ensure its efficiency reliability and traceability However it is the top manager of a Sonepar operating company OpCo who has the ultimate responsibility for the compliance of his her OpCo with i applicable laws and ii regulations and with the Code of Conduct and the Manual In particular each OpCo top manager is responsible for Defining the compliance organization in the OpCo and allocating dedicated means and resources Providing inputs as needed to Sonepar s risk mapping including on Corruption and Influence Peddling Checking the validity of the rules set by the Code of Conduct and the Manual under local law with either internal or external support Putting in place specific policies and procedures or additional policy guidance if necessary Ensuring program roll out of the compliance training Checking and monitoring compliance with the Code of Conduct Manual and local policies and procedures Giving any specific authorization required under applicable policies and procedures Applying employer s management powers and disciplinary Conducting compliance periodic reviews and ensuring proper reporting including the quarterly fraud and corruption report For internal use only 12

3 3 Responsibilities of the Regional General Counsels With a view to disseminating a culture of ethics and compliance across his her Region each Regional General Counsel or depending on local context heads of Legal and Compliance at Country level is responsible for Providing the necessary guidance and support to his her Region including training on Sonepar s Code of Conduct and Manual Supporting Country or OpCo top managers in assessing the validity and effectiveness of the rules set by the Code of Conduct and the Manual under local law and Providing inputs as needed to Sonepar s risk mapping including on Corruption and Influence Peddling Overseeing supervising monitoring and assessing compliance with all applicable laws and regulations and with Sonepar s Code of Conduct and Manual including without limitation Business Partners assessment Assisting the Regional Presidents or as the case may be the OpCo top managers in defining and implementing compliance policies and procedures for the Region Country in accordance with those of Sonepar with a view to ensuring that Sonepar s business is carried out diligently loyally and ethically 3 4 Responsibilities of the Compliance Champions The Compliance Champions are the correspondents of the Regional General Counsels acting as initial points of contact for compliance matters They support the Regional General Counsel in deploying Sonepar s Compliance Program they confidentially handle potential incidents and ethical alerts and they are the contact persons for the associates at Country and OpCo levels to raise and address specific compliance matters 13 Confidentially leading investigations for suspected violations of applicable laws and regulations internal rules or procedures and in handling governmental queries and investigations Each Regional General Counsel and depending on local context heads of Legal and Compliance at Country level reports to his her Regional President and functionnally to the General Counsel Regional General Counsels are members of the SILCC The Regional General Counsels communicate through their respective Compliance Champions who then serve as a liaison between the Regional compliance function and the operational associates in a given Country or area and upon request to these departments 4 EVALUATION Internal Control and Internal Audit Departments are responsible for assessing the effectiveness of Sonepar s Audit Charter and Internal Control Manual updated in 2020 Both documents are available on MySonepar For internal use only

POLICY 130 DEPLOYMENT OF THE CODE OF CONDUCT THE MANUAL AND THE SUPPLIER CODE OF CONDUCT Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 2 1 DEPLOYMENT OF THE CODE OF CONDUCT AND THE MANUAL The Code of Conduct and the Manual are available in languages that are relevant for the Group Each OpCo top manager shall with the help of his her Legal Compliance and HR Departments as the case may be take all the necessary steps to include the Code of Conduct and the Manual in his her OpCo policies or other internal rules included as the case may be a prior consultation of workers council or a local board approval BEWARE The Code of Conduct and the Manual must be considered together with any existing internal rules such as r glements int rieurs for Sonepar companies in France or their equivalent in other jurisdictions as applicable 1 1 Distribution and training Each Opco top manager shall also with the help of his her Legal Compliance HR and Communication Departments Make the Code of Conduct and the Manual available to all associates and new hires Publish the Code of Conduct on local intranets and public facing websites by June 30 2020 Publish the Manual on local intranets by September 30 2020 Ensure that each associate and new hire has acknowledged and agreed to follow the Code of Conduct either in paper format template available in Appendix 1 to the Manual or electronic format by December 31 2020 Ensure that appropriate information and education are offered to associates for a proper understanding of the Code of Conduct and Manual by June 30 2021 and thereafter on an ongoing basis Customize and post the new Compliance Posters in all HQs offices sales points and CDCs by October 31 2020 1 2 Follow up Each HR Department shall keep records of associates acknowledgments and training attendance sheets if any These records may be audited and shall be made available upon request 2 DEPLOYMENT OF THE SUPPLIER CODE OF CONDUCT The Supplier Code of Conduct is available in English and in French Sonepar Regions and Countries are free to prepare local translations under their responsibility and control Each OpCo may customize the Supplier Code of Conduct by adding its own tradename and logo The General Counsel s Office will get the Supplier Code of Conduct acknowledged by Sonepar top suppliers with the help of Sonepar International Services SIS Rules for deployment of the Supplier Code of Conduct in the contractual documentation shall be defined locally either at the Region Country or OpCo level A Supplier Self Declaration template is available in Appendix 2 to the Manual For internal use only 14

RAISING CONCERNS AND REPORTING VIOLATIONS COMPLIANCE POLICIES AND PROCEDURES MANUAL SONEPAR JUNE 2020 15 For internal use only

POLICY 210 WHISTLEBLOWING POLICY Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 2 Sonepar is committed to the highest standards of ethics and legal compliance To achieve this objective Sonepar requires the active participation of all its managers associates and stakeholders 1 POLICY Sonepar has established this Whistleblowing Policy to provide a way for those who are aware of circumstances or behaviors which they believe in good faith could represent violations of Sonepar s Code of Conduct Manual Supplier Code of Conduct other policies and procedures and or of applicable laws and regulations to identify and share those concerns Sonepar associates Business Partners and third parties are strongly encouraged to report any such violations or possible violations 1 1 What can be reported Such violation or possible violation may relate without limitation to the following areas Human Rights Discrimination Harassment Fraud Corruption Influence Peddling International Sanctions and Embargoes Data Privacy Health and Safety Environment Any crimes or offences 1 2 Key Principles Confidentiality All reports made under this Policy shall remain confidential within the whistleblowing process The identity of the whistleblower of those affected by the alert and any documents shared in connection therewith will be shared only with those who need to know in order to perform an effective investigation after having signed a confidentiality agreement Every effort shall be made to keep the number of persons entrusted with this information to a minimum All persons involved in an investigation will be informed of the importance of the confidentiality of the process Improper disclosure shall subject the person making the disclosure to disciplinary action Sonepar reserves the right to disclose the identity of a whistleblower if required to report the circumstances of an alert to an authority For internal use only 16

No retaliation Sonepar encourages its associates Business Partners and any third party to share in good faith any situation or behavior it believes to represent a violation of Sonepar s Code of Conduct Manual Supplier Code of Conduct other policies and procedures or applicable laws Accordingly Sonepar its Business Partners and their associates shall not take any action in retaliation against any person for making a good faith report or participating in an investigation under this Policy It is expressly forbidden for any Sonepar associate or stakeholder to discharge demote suspend threaten harass or in any way discriminate against a person based upon any good faith alert by a person or his her participation in investigating such an alert Any person found to have retaliated against another for making a report or participating in good faith in an investigation shall be subject to disciplinary action up to and including termination Sonepar reserves the right to take disciplinary action and any other appropriate actions against a person who violates this Policy by knowingly making false and or malicious statements against another with the intent of misleading or wrongfully initiating an investigation Also if the whistleblower is responsible for conduct that is found to be a violation of Sonepar s Code of Conduct Manual Supplier Code of Conduct other policies and or procedures or applicable laws he she is not discharged of any responsibility under this Policy by reporting this violation to Sonepar Disclosure of identity Any associate filing an alert under this Policy is encouraged to disclose his her identity job title and the company for which he she is working The identity of the whistleblower is preserved and secured Sonepar shall take all reasonable steps to protect the associate from any harm against him her resulting from such filing 17 An anonymous complaint may also be investigated by Sonepar depending on the prima facie seriousness of the allegations and documents produced For internal use only

Acting in good faith Personal Data Protection Any associate making a report must act entirely in Data good faith in a selfless spirit and have reasonable whistleblowing system is processed in accordance grounds and evidence to believe that a violation with the requirements of the European General of Sonepar s Code of Conduct Manual Supplier Data Protection Regulation known as GDPR collected through the Sonepar s Code of Conduct other policies and procedures and or of applicable laws and regulations has All necessary precautions are adopted to occurred or may occur preserve the security of the data during collection communication or retention Associates have the Any filing of an alert that following investigation right to access modify and rectify their personal by Sonepar s compliance resources proves not data to be substantiated and made in bad faith or maliciously or made knowing the information to be false is a serious offence and may entail disciplinary measures leading up to and including termination of employment without prejudice to legal action For internal use only 18

2 PROCEDURE 2 1 How to raise a concern For associates referring the matter to his her manager is the preferred option If an associate is uncomfortable sharing concerns with his her line manager he she can contact Sonepar s Human Resources Department either at headquarter or local level or the General Counsel s Office groupcompliance sonepar com If an associate does not wish to interact with Sonepar s personnel or if the person wishing 2 2 What information should be provided The platform can be accessed via the following link www sonepar com alert The reporting process is encrypted and password protected Communication with the whistleblower takes place on this secured platform Reports should contain information answering the following questions All reports should be as factual and complete as possible Although the whistleblower s opinion may be requested during the process speculation should be avoided If a whistleblower has documentation or other supporting evidence he she should make that known and available on the platform to report is outside of Sonepar a confidential whistleblower reporting system is available It is provided by an independent third party provider selected by Sonepar Reports can be made at any time 24 hours a day in 20 different languages What happened When did it happen Who was or is involved Are the circumstances ongoing What is the risk or urgency of the situation How does the whistleblower know about these circumstances Are there witnesses or any other people affected by the situation 19 For internal use only

2 3 What happens after an alert All reports regardless of the method of reporting or the person receiving the report shall be handled in accordance with the following procedure Alert received by the Central Contacts in the platform Alert received through any other means including verbally by letter or email Acknowledgment of receipt within 2 business days Alert sent to Regional General Counsel or Compliance Champion Analysis of the alert additional information documentation may be requested Investigation If alert is without merit or lacks sufficient documentation Report If appropriate corrective and or preventive actions Closing of the alert Central Contacts means a limited number of associates designated by the VP Legal and Compliance assigned from time to time to ensure the enforcement of this Policy and the entire whistleblowing process Central Contacts have entered into appropriate confidentiality agreements For internal use only 20

The Regional General Counsel and or Compliance Champion in coordination with the Central Contacts will consider the facts and allegations reported and determine how best to investigate which may inter alia include review of documents and emails as well as interviews of relevant individuals including without limitation the whistleblower Any associate contacted as part of the investigation shall cooperate and provide true and factual answers External counsels forensic law firms etc may be appointed to assist in the investigation and or preserve legal privilege Periodic reports will be provided to the VP Legal and Compliance on the status of the investigation and conclusions and recommendations will be summarized in an investigation report sent to the VP Legal and Compliance This report shall contain i a summary of the allegation ii a description of the investigative steps followed iii the findings and iv recommendations of remedial actions corrective and preventive actions if appropriate 21 Appropriate steps to address the conclusions of the investigation if needed will be recommended by the Regional General Counsel and or Compliance Champion to the local management team with information to the VP Legal and Compliance The fact that the investigation has been completed will generally be shared with the whistleblower absent other constraints or factors and provided that the whistleblower has acted in good faith Sonepar reserves the right to decline to investigate alerts that clearly lack merit or do not contain sufficient information to allow for a meaningful investigation although efforts will be made to obtain further information from the whistleblower before closing the alert Records of the decision to close the alert will be kept Sonepar takes necessary measures to ensure the destruction of elements to preserve the confidentiality should no further action be taken towards the alert to the extent permissible by laws and by confidentiality obligations For internal use only

For internal use only 22

APPLICABLE POLICIES AND PROCEDURES COMPLIANCE POLICIES AND PROCEDURES MANUAL SONEPAR JUNE 2020 23 For internal use only

POLICY 310 ANTI CORRUPTION POLICY Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 Sonepar builds relationships based on trust We apply a zero tolerance policy to bribery corruption and influence peddling in all its forms 1 WHAT YOU NEED TO KNOW Corruption severely undermines the economy sustainable development and efficiency of international and national trade by distorting competition to the detriment of consumers and businesses corruption and modernizing economy known as the Sapin II law Sonepar must also comply with other anti corruption laws including the US Foreign Corrupt Practices Act FCPA and the UK Bribery Act UKBA 2010 as applicable This is the reason why Corruption is illegal in every country across the globe The Sapin II law is structured around eight fundamental pillars that constitute a mandatory framefork for companies in France Sonepar must comply with the requirements of the French Law n 2016 1691 on transparency fighting For internal use only 24

2 WHAT IS AT STAKE 3 POLICY Failure to comply with anti corruption laws represents serious risks for Sonepar and its associates including First of all always keep in mind the following we categorically reject all forms of Corruption Significant fines and penalties You will find below basic rules of conduct to apply at all times Litigation and civil damages individuals and companies involved in corruption can face civil lawsuits brought by individuals or companies who can demonstrate losses suffered as a result of the corrupt act DO s Strictly adhere to Sonepar s Code of Conduct Manual and local policies and procedures if any Reputational risk risk related to the trustworthiness of business Damage to a company s reputation can result in lost revenue or decrease of shareholder value Always conduct due diligence to check the integrity of Business Partners prior to doing business therewith Regularly update assessments of a Business Partner s risk level Contractual risk breach of anti corruption laws could be a legal ground for the termination of contracts Retain appropriate records or supporting documents Always ask when in doubt Disqualification from bidding in certain jurisdictions a company convicted under anti corruption laws may be disqualified from public bidding permanently or for a defined period of time DON Ts Offer promise or give any Undue Advantage to secure business influence the award of a contract or a public bid or obtain a favorable decision Suspension or debarment companies may also be prohibited from making sales to governments or public organizations Loss of such sales opportunities could have a major financial impact Use third parties to do something that we do not have the right to do directly Prison individuals can face substantial prison Use personal funds to do something that we do not have the right to do terms including up to 10 years in France or the United Kingdom or even a life sentence in China Continue working with a Business Partner that fails to comply with Sonepar s business integrity standards Disciplinary sanctions all violations of this Anti Corruption Policy will be taken very seriously Failure to comply may result in disciplinary sanctions up to and including termination of employment and potential legal actions against the offenders These measures will always be adopted in accordance with local laws 25 Make any Facilitation Payment BEWARE In certain countries such as the United States the United Kingdom and France laws with extra territorial reach allow these countries authorities to investigate and sanction acts of Corruption committed beyond their borders Persons who breach these rules may be subject to simultaneous investigations and prosecutions in several countries For internal use only

No associate will ever be disciplined for refusing to pay a bribe regardless of its impact on sales profitability project completion or any other aspects of Sonepar s business Policy 310 is spelled out in several sub policies detailing the rules of conduct and recommendations applicable in potentially at risk situations which collectively constitute Sonepar s Anti corruption Code of Conduct Policy 311 Glossary Policy 312 Gifts Invitations and Travel related Expenses Policy 313 Sale of Non Core Products Policy 314 Facilitation Payments Policy 315 Political Contributions Policy 316 Charitable Donations and Sponsorships Policy 317 Dealing with Business Partners Policy 318 Acquisitions Policy 319 Accounting and Financial Records Sonepar s Anti corruption Code of Conduct constitutes an integral part of Sonepar s Code of Conduct By implementing the foregoing set of policies We ensure all Sonepar associates are aware that it is prohibited to request accept offer or give directly or indirectly a bribe in the course of the performance of their duties We prohibit certain operations such as Facilitation Payments or Kickbacks We monitor certain operations such as Political Contributions Charitable Donations and Sponsorships We regulate the offer or receipts of Gifts Invitations or Travel related expenses We maintain accurate books and records that properly and fairly document all financial transactions For internal use only 26

POLICY 311 GLOSSARY Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT IS CORRUPTION In the simplest terms Corruption is the abuse of power for personal gain In the business context Corruption involves the offer promise giving solicitating or accepting directly or indirectly anything of value for doing or not doing something to encourage or reward a person to secure business influence the award of a contract or a public bid or obtain a favorable decision Corruption generally involves two parties the party who will offer or provide an Undue Advantage and the party who is fraudulently using his her powers or influence in favor of a third party in exchange for such Undue Advantage In addition a person who facilitates an act of Corruption is an accomplice and the one who benefits from this act by receiving the Undue Advantage is a receiver They are personally liable for these actions the Undue Advantage is in a non monetary form the beneficiary is a public sector employee or a private sector employee Corruption is often combined with other illegal acts such as Influence Peddling presentation of inaccurate financial statements misuse of company assets Extortion abuse of office favoritism or illicit enrichment These acts intrinsically constitute criminal offences in most countries Corruption is deemed to exist even if BEWARE the person who offers the Undue Advantage acts through a third party the person who receives the Undue Advantage is not its end beneficiary the fraudulent action and the granting of the Undue Advantage do not take place simultaneously the Undue Advantage may be granted in advance or at a later date 27 Anything of value includes not only money but also without limitation Extravagant or overly frequent gifts and invitations Medical educational or living expenses Sponsorships and donations Offer of employment or internships Contracts or business opportunities For internal use only

2 WHAT IS AN UNDUE ADVANTAGE 3 WHAT IS ACTIVE AND PASSIVE CORRUPTION An Undue Advantage can take many forms such as Corruption may be active or passive Both are prohibited and sanctioned Cash or cash equivalent Gifts Invitations accommodations and meals Travel related expenses Promise of a job or a traineeship Services Sponsorships donations or contributions Active or Outward Corruption the corrupting person takes the initiative of the act of Corruption Passive or Inward Corruption the corrupted person receives the Undue Advantage EXAMPLE In short an Undue Advantage is anything of value A luxury watch is offered to secure a business relation with a supplier Active Corruption The supplier offers the Sonepar purchaser the luxury watch to secure the business relation Passive Corruption The Sonepar purchaser accepts or asks the supplier to offer the luxury watch to secure the business relation 4 WHAT IS THE DIFFERENCE BETWEEN PUBLIC AND PRIVATE CORRUPTION Public Corruption involves a Public Official Any political party official or candidate and any officer employee or person acting for or on behalf of a political party or candidate for public office The concept of who is a Public Official tends to be broadly interpreted under applicable laws and court precedents A person acting in the service of a government It typically includes An employee or person acting for or on behalf Any elected or appointed Government official such as a member of a Government ministry An employee official contractor or representative of a Government or any department agency or instrumentality such as state owned enterprises Any employee or person acting for or on behalf of a Government official agency or enterprise performing a government function for example a licensing official or a customs agent A state owned or controlled company including for the local or national police a customs agency or in civil service of a public international organization and Family members and relatives of any of the above such as a parent spouse child or sibling including by marriage Private Corruption involves a private company employee Whether the act of Corruption occurs in the public or private sector does not matter Public and Private Corruption are prohibited under this Policy and in most jurisdictions For internal use only 28

5 WHAT IS THE DIFFERENCE BETWEEN DIRECT AND INDIRECT CORRUPTION Direct Corruption occurs when the acts are directly committed by the person looking for a favor Indirect Corruption occurs when the acts involve an Intermediary or third party Both types of Corruption are prohibited and sanctioned A company may in certain circumstances be prosecuted for Indirect Corruption even if it was not aware that an act of Corruption had been committed by the Intermediary It is therefore key to ensure that the Intermediaries likely to represent Sonepar are carefully selected in accordance with Sonepar s standards EXAMPLE A sum of money is paid to obtain a quicker custom clearance Direct Corruption A Sonepar associate offers the sum of money to a customs official to obtain faster customs clearance Indirect Corruption The freight forwarder Sonepar uses to ship products offers a sum of money to a customs official to obtain faster clearance 6 WHAT IS THE DIFFERENCE BETWEEN CORRUPTION AND BRIBERY Bribery is a type of Corruption It is a generic term used for a payment or a gift made in return for a favor or unjustified service EXAMPLE Bribery can speed up companies incentive or occur in order to negotiations with by offering an giving a gift to an associate of the counterparty 29 For internal use only

7 WHAT IS EXTORTION Corruption becomes Extortion when the request for an Undue Advantage is accompanied by the use of violence or threats of violence How to resist extortion Resisting Extortion and Solicitation in the International Transactions RESIST is a free tool developed by the International Chamber of Commerce which offers various operational recommendations based on practical scenarios on resisting extortion https iccwbo org publication resistingextortion and solicitation in internationaltransactions resist 8 WHAT IS INFLUENCE PEDDLING Influence Peddling involves using one s influence in government or connections with persons in authority to obtain favors or preferential treatment for another usually in return for payment or an advantage Influence Peddling is considered corruption in several countries including France 9 WHAT IS A RETRO COMMISSION OR KICKBACK A Retro commission or Kickback occurs when the corrupted person is rewarded by the party obtaining the payment generally consisting of the payment of a percentage of the undue gains obtained For internal use only EXAMPLE The brother of the city mayor promises you that the city mayor will award you a lighting supply contract if you take his son as an intern in your department EXAMPLE A customer asks a Sonepar OpCo to invoice the products at a higher purchase price and to pay a Kickback on the price difference to the customer s representative 30

POLICY 312 GIFTS INVITATIONS AND TRAVEL RELATED EXPENSES Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW What is a Gift The purpose of this Policy is to ensure that the offer or acceptance of Gifts Invitations and Travelrelated expenses by Sonepar associates does not unduly influence a contractual or material transaction or serve or be perceived to serve as an inducement to act in breach of any duty A Gift is any benefit given to another and can include physical items such as a bottle of wine or a box of chocolates This Policy is not intended to limit Sonepar OpCos from engaging in customary and well documented marketing or promotional activities such as customer or supplier incentive reward programs For purposes of this Policy Gifts do not include marketing and promotional items such as hats shirts pens or magnets prominently featuring corporate branding or logo and other similar items What is an Invitation What do we mean by Travel related expenses An Invitation consists of an event such as a meal sporting event or other entertainment with another party that is exclusively or partially for business purposes In this Policy Travel related expenses refer to expenses to be potentially borne by Sonepar for travels and accommodations of Business Partners employees or expenses to be potentially borne by a Business Partner for travels and accommodations of Sonepar associates Invitations may include without limitation Meal at the restaurant Gifts can also be the payment of an expense such as payment for travel and hotel expenses Play Concert Sporting event Golf outing Seminar Conference 31 For internal use only

2 WHAT IS AT STAKE Sonepar recognizes that it may be appropriate and customary to offer or receive Gifts or Invitations to or from third parties in order to strengthen business relationships build goodwill or comply with business practices Occasionally it may also be appropriate for customers suppliers or other Business Partners to pay for Travel related expenses for Sonepar associates or alternatively for Sonepar to cover the Travel related expenses of non Sonepar associates Sonepar associates must be very careful when it comes to accepting or giving Gifts Invitations and Travel related expenses as they may also bring the risk of creating an appearance of impropriety GIFTS EXAMPLES INVITATIONS Invitations to lunch or dinner before APPROPRIATE Marketing or promotional items Reasonably priced holiday gift after a business meeting or to discuss business Reasonably priced sporting events or concert with customers Invitation to a yearly cocktail gathering for all customers A luxury watch NOT APPROPRIATE Invitations to dinner in an outrageously A box of six bottles of expensive champagne A weekend holiday business purpose with no expensive restaurant Invitations to lunch every week by the same Business Partner Invitations to sporting events which include lavish accommodations meals and travel 3 POLICY The offer or acceptance of Gifts Invitations and Travel related expenses is subject to this Policy and the below four step procedure which is mandatory and will be audited Process Each Region shall draft and implement by December 31 2020 a Regional Policy setting Local practical examples Applicable regional approval thresholds Monitoring process Potential additional and more restrictive guidelines than the ones set in in this Policy to distribute left over gifts linked to promotional campaigns which can alternatively be captured in Marketing policies and The Regional Policy shall be regularly updated The Regional Policy and any further updates shall be communicated to the General Counsel and the VP Legal and Compliance as soon as available and in any case before deployment Regional policies must be made available to associates Appropriate information and training must be offered to associates to ensure proper understanding and effective enforcement For internal use only 32

3 1 Giving and receiving Gifts What is permitted What is prohibited As a general rule Sonepar associates must always respect the following principles when giving or accepting a Gift The Gift must Comply with applicable laws Sonepar s policies and the internal rules of the Business Partner when known Occur in connection with a verifiable legitimate business purpose Always be made in good faith Never be made to gain an Undue Advantage nor to unduly influence an action Not create a sense of obligation or an appearance of impropriety Be reasonable and appropriate in terms of type value occasion frequency business practice and local cultural sensitivities Be approved in accordance with the applicable Regional Policy Be expensed in accordance with local procedures and clearly identifiable and traceable Gifts that may give rise to or may be seen as giving rise to a Conflict of Interest Gifts that are provided with the intention or an expectation of reciprocity Gifts that involve parties in a tender or competitive bidding process Gifts in cash or cash equivalent Gift cards that are not i of a reasonable value and ii directly related to an approved OpCo marketing customer incentive plan or initiative Gifts that are prohibited by law Gifts given as a bribe payoff or Kickback for example to obtain or retain business or to secure an improper advantage such as securing favorable bidding status Gifts the recipient knows are prohibited by the Gift giver s organization Gifts given in the form of services or other non cash benefits for example the promise of employment Gifts offered by several Sonepar associates to the same recipient or organization to purposely exceed potential limitations existing in the applicable Regional Policy Additional considerations Any Gift received or won at any lucky draw or lottery organized outside of Sonepar shall also comply with this Policy Sonepar associates must never ask for Gifts regardless of value 33 For internal use only Sonepar associates are expected to exercise good judgment in accepting Gifts from and in giving Gifts to suppliers customers or other businesses

3 2 Giving or receiving Invitations What is permitted What is prohibited As a general rule Sonepar associates must always respect the following principles when offering or accepting an Invitation Invitation that the host knows the recipient is not permitted to accept or that the recipient knows the host is not permitted to give The Invitation must Invitation that can be viewed as excessively lavish in the context of the business occasion Comply with applicable laws Sonepar s policies and the internal rules of the Business Partner when known Occur in connection with a verifiable legitimate business purpose Always be made in good faith Never be made to gain an Undue Advantage nor to unduly influence an action Have a reasonable value Invitation prohibited by tender or competitive processes or that is provided with the intention to secure an improper advantage Invitation provided with the intention or an expectation of reciprocity Adult entertainment or any sort of event involving nudity or lewd or inappropriate behavior Be appropriate considering the circumstances in which it is made Invitation or entertainment that could negatively impact Sonepar s or the OpCo s business reputation Not create a sense of obligation or an appearance of impropriety Invitation or entertainment that is prohibited by local management Be socially acceptable Invitations or entertainments offered by several Sonepar associates to the same recipient or organization to purposely exceed the limitations existing in the Regional Policy Not be offered frequently to the recipient Be approved in accordance with the applicable Regional Policy Be expensed in accordance with local procedures and clearly identifiable Additional considerations The above guidelines apply to situations in which the host is present Tickets to sporting or cultural events provided to or by Sonepar associates and not attended by the host are Gifts not Invitations or entertainment and therefore all guidelines pertaining to Gifts shall apply Health and safety of the recipient shall always be ensured Any dangerous activities shall be avoided For internal use only 34

3 3 Offering or accepting Travel related expenses Any Travel related expenses falling under the scope of this Policy must comply with the following principles The travel is related to Sonepar business and does not cover any side trip any side trip shall be considered either a Gift or an Invitation depending of the context and shall be approved as such The class of travel the type of hotel and other Travel related expenses are reasonable and commensurate with the traveler s seniority and the company s policies and practices The proposed expenditures comply with local laws and customs and The itinerary is reasonable given the purpose of such travel Where Sonepar is paying for a nonSonepar associate s travel the travel and accommodations must be paid directly and not provided as a per diem Sonepar will never approve trips that appear to be provided in exchange for an improper business advantage 3 4 Additional rules for Public Officials In addition to the rules detailed above the following additional rules shall be strictly followed for Gifts Invitations or Travel related expenses to be made to Public Officials Rules issued by Governments and specific instructions contained in your Regional Policy must be strictly followed Note that the preapproval requirements and thresholds for Gifts and Invitations to Public Official may be stricter than those for non government third parties Before making any Gifts or Invitations to a Public Official seek guidance under local law and any 35 For internal use only applicable international laws to make sure it is appropriate depending on the person the circumstances and location Approved Gifts Invitations and Travel related expenses shall not influence the award renewal or modification of a contract or secure or reward favorable treatment in connection with Sonepar s activities Gifts Invitations and Travel related expenses must only be related to a genuine business purpose In case of any doubt please refer to the Legal Risk and Compliance Network

4 PROCEDURE FOR GIVING OR RECEIVING GIFTS INVITATIONS AND TRAVEL RELATED EXPENSES A four step procedure STEP 1 STEP 2 STEP 3 STEP 4 CHECK IF APPROPRIATE SEEK APPROVAL ACCOUNTING AND REPORTING KEEP RECORD Before taking any commitment you must obtain prior approval under the applicable Regional Policy All expenses including those related to Gifts Invitations and Travel related expenses must be properly and accurately recorded in all Sonepar OpCos books and records All documentation relating to Gifts Invitations and Travel related expenses falling under this Policy must be properly recorded and maintained by Sonepar OpCos in the format of their choice and be made available upon request for audit purposes Before giving or receiving any Gifts Invitations and Travel related expenses always check that they are in compliance with this Policy and the applicable Regional Policy 5 SUMMARY MAKING THE RIGHT CHOICE What is reasonable or appropriate is not the same in every situation The boundary between what is acceptable or not is sometimes very thin This must be assessed on a case by case basis taking into account the specific context and local peculiarities and asking yourself the following questions 1 AM I PROVIDING OR RECEIVING A GIFT OR INVITATION 2 IS THE GIFT OR INVITATION APPROPRIATE What are the circumstances What is the Gift or Invitation Who is the giver or receiver is it a Public Official Does it feel excessive Common Sense Approach Is there a legitimate business justification Is it reasonable in value and frequency Is it made with sufficient transparency Would you or Sonepar be comfortable if the press were aware of the gift or invitation 3 IS IT OF A LEVEL THAT REQUIRES PRE APPROVAL What is the value Who do I need approval from 4 HAVE I RECEIVED FORMAL WRITTEN APPROVAL Can I provide evidence of approval if asked 5 IS THE GIFT OR ENTERTAINMENT EXPENSED AND BOOKED TO THE PROPER ACCOUNT Is the value and type of Gift or Invitation identifiable and booked in a manner that is easily accessible when needed For internal use only 36

6 HOW TO REACT IN CASE OF AN EXCESSIVE OR INAPPROPRIATE REQUEST It is sometimes difficult to refuse a Gift or an Invitation In some countries business Gifts and Invitations are not seen as Corruption and refusal may even be offensive It is recommended to Politely refuse and explain that accepting such an offer would violate this Policy and Sonepar s Code of Conduct and Report the offer to management and or the Legal Risk and Compliance Network even if not accepted Any associate who receives a Gift that is not appropriate under this Policy may accept the Gift if refusing to do so would be considered offensive and shall then promptly report it to his her manager The manager shall decide the appropriate response which may for example include donating the Gift to charity or a random give away e g through lucky draw to Sonepar associates But how the Gift is eventually disposed of must be recorded and such records shall be readily available for inspection upon request 7 PRACTICAL EXAMPLES 7 1 A manufacturer has supplied an OpCo with defective products The OpCo s supply chain manager must work with the manufacturer to determine the root cause of the defect as well as corrective actions To facilitate this the manufacturer suggests that it pays the supply chain manager s airfare and hotel for a visit to the facility at a cost of 600 Can we accept 7 3 As a Sonepar associate I am overseeing all real estate activities for a Sonepar OpCo I am offered six expensive bottles of champagne for Christmas from our exclusive real estate consultants Can I accept such Gift The supply chain manager shall apply the Policy and get approval If approved the supply chain manager can accept 7 4 Same situation than above but I am offered two tickets for a local sport event in my own town without other entertainment activities and travelling The consultant will also attend the event Can I accept such invitation 7 2 A supplier offers a Sonepar associate a watch with the logo of his company can he she accept it No as it is or can be perceived as a personal benefit with no benefit to my OpCo If it is a modest value advertising watch it can be accepted However if it is of significant value the Sonepar associate must refuse the Gift and notify his her manager 37 For internal use only Yes as it is reasonable and it can be presumed offered in good faith Furthermore the consultant will also attend the event You must however inform your manager about such Invitation

POLICY 313 SALE OF NON CORE PRODUCTS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW Non Core Products shall mean any products that do not directly relate to or fall outside of the product categories with respect to the standard and day to day business a Sonepar OpCo conducts Depending on the operations of the OpCo examples of Non Core Products may include without limitation TVs home appliances video stereo Gaming entertainment systems Furniture Sporting goods Vehicles and related accessories Computers Phones Recreational vehicles and equipment Boats and or boating equipment Artwork Clothing Jewelry 2 WHAT IS AT STAKE Sonepar OpCos may occasionally receive requests from customers to purchase goods that are outside the scope of the products such OpCos typically distribute These requests are sometimes received from an individual that is violating the customer s internal policies or willingly committing fraud For internal use only 38

3 POLICY Except with respect to Non Core Products that are typically stocked at an OpCo and or part of an OpCo s catalogued product offerings no OpCo or any associate shall sell Non Core Products without in every instance following this Policy and the below four step procedure which is mandatory and will be audited from time to time In addition no associate shall sell products goods or services that will be paid for by the customer or end user if such associate is aware that such products goods or services will not be provided to the Customer or end user as applicable The sale of Non Core Products must always respect the following Basic Principles It must be approved by the owners of the customer or management level individuals with the proper authority within the customer s organization It must not violate any applicable laws including but not limited to anti corruption Influence Peddling and tax evasion laws It must not defraud any individuals or entities including the customer s owners or customers It must be performed in good faith It must not create the appearance or an implied obligation that the Non Core Products recipient is given in exchange for or in the hope of receiving 39 preferential treatment an award of business better prices or improved terms of sale It must be reasonable and appropriate It must not give rise to or be seen as giving rise to a Conflict of Interest It must not embarrass Sonepar or the Non Core Products purchaser if disclosed publicly Each Region shall draft and implement by December 31 2020 a Regional Policy setting Applicable regional approval thresholds Potential additional and more restrictive standards than the ones set in this Policy and Local practical examples The Regional Policy shall be regularly updated The Regional Policy and any update shall be communicated to the General Counsel and the VP Legal and Compliance as soon as available and in any case before deployment Regional policies must be made available to associates and appropriate information and training must be offered where necessary to associates to ensure proper understanding and effective enforcement For internal use only

4 PROCEDURE FOR GIVING OR RECEIVING GIFTS INVITATIONS AND TRAVEL RELATED EXPENSES STEP 1 STEP 2 STEP 3 STEP 4 CHECK IF APPROPRIATE APPROVAL ACCOUNTING AND REPORTING KEEP RECORD When the sale of the NonCore Product is approved it must be properly documented and accurately invoiced to the Customer in accordance with the Sonepar OpCo s procedures All related products must be easily identifiable on the billing or invoicing documentation All documents relating to sales of Non Core Products must be properly recorded and maintained by Sonepar OpCos in a format of their choice and be made available upon request for audit purposes Before selling any NonCore Products always confirm that any such sale is permitted under this Policy and the applicable Regional Policy Before taking any commitment you must obtain prior approval under the applicable Regional Policy Please also refer to Policy 319 5 PRACTICAL EXAMPLES 5 1 One employee of a corporate customer comes to you in a Sonepar branch and asks you to sell him a TV at current market price with delivery to his home address TVs are not part of the OpCo s product catalogue As it is at market price can you accept to do it No you cannot As the customer is asking you to sell him the TV and not his company and ship it to his home address there is a high probability that he gets a personal benefit out of the transaction Report the request to your manager 5 2 Sonepar is responsible at a customer s construction site for overseeing electrical material purchases Most of the purchased products are wire and cables You are asked to purchase iPads on the customer s behalf to be delivered on the site and to use wire and cable product code for purchase purposes What should you do You must refuse to purchase the iPads Delivery of iPads at a construction site is not in the normal course of business conducted for the site Furthermore misuse of a product code violates Sonepar s policies and procedures and may be considered a fraudulent act Report the request to your manager For internal use only 40

POLICY 314 FACILITATION PAYMENTS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW A Facilitation Payment also called a speed or grease payment is a payment made to Public Officials whose duties are administrative in nature in order to speed up the performance of routine government processes that must be carried out by law but might otherwise take an excessive amount of time EXAMPLE Payment made to speed up the It does not include a payment to a government agency to expedite a service in accordance with an official and published price list Issuance or renewal of a passport or a visa Customs clearance Issuance of a construction permit Issuance of an operating permit 2 WHAT IS AT STAKE Facilitation Payments may be permitted in a small number of countries in certain limited circumstances However in most jurisdictions Facilitation Payments are illegal and prohibited 3 POLICY Sonepar strictly prohibits Facilitation Payments of any amount in all countries where Sonepar operates except when freedom of movement health or safety is at stake If asked to make a payment that would be considered a Facilitation Payment you must decline the request and report it as soon as 41 possible to your manager and the Legal Risk and Compliance Network Sonepar also prohibits any Business Partners working on its behalf or in connection with its business from making Facilitation Payments The fulfilment of this Policy and the below procedure is mandatory and will be audited For internal use only

4 PROCEDURE If you are requested to make a Facilitation Payment apply the following procedure If time permits seek the advice of the Legal 1 Explain to the requestor that Sonepar s rulesof ethics do not allow you to grant the request Otherwise 2 If the person insists ask for a formal request in writing as follows this may deter the person A written request stating the requestor s identity Countersigned by an empowered signatory Produced on official letterhead 3 Should your health or safety be at risk if you do not make the Facilitation Payment Risk and Compliance Network take the action you believe necessary in the circumstances to ensure your safety When you are safe promptly report to your manager and the Legal Risk and Compliance Network the payment made as the case may be together with all background explanations 4 Both Facilitation and Extortion Payments regardless of amount must be clearly and properly recorded in your OpCo s books and records and not described otherwise such as an administrative fee or donation 5 PRACTICAL EXAMPLES 5 1 Sonepar is expanding a warehouse facility and needs a permit for an access road to complete the project which is substantially delayed due to construction issues The local permitting office will issue the permit but it is well known that the permitting office takes several months to review applications An official at the office offers to expedite Sonepar s application and issue the permit within a few days for a cash payment of 200 What should you do as large amounts are at risk for Sonepar 5 2 You work in Sonepar s HR department and for several months an excellent candidate has been waiting on a work visa One of your best friends works at the immigration office responsible for issue work visas Can you ask your friend in exchange for a concert ticket to speed up the issuance process You cannot make such request You must follow the official priority process of the immigration office if any You cannot make the payment to the official as Sonepar s policy is zero tolerance to any form of Facilitation Payment For internal use only 42

POLICY 315 POLITICAL CONTRIBUTIONS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW Political Contributions include any contribution whether made in cash or in kind to support a political cause party candidate campaign or official Contributions in kind can include without limitation gifts of property or services advertising or promotional activities endorsing a political party 2 WHAT IS AT STAKE Political Contributions present a Corruption risk insofar as they can be used to channel improper payment to Public Officials Even where they are not used as a subterfuge for Bribery Corruption or Influence Peddling such payments may give rise to a Conflict of Interest or an appearance of impropriety 3 POLICY Associates may participate in the political process by making contributions from personal funds or by participating in or volunteering for campaign activities Any such activity must be performed on an associate s own time Associates may not in any instance use company resources in connection with their own political activities Sonepar has decided to strictly monitor the payment of any Political Contributions and will authorize them in exceptional circumstances only 43 Local policies may impose stricter obligations than this Policy and may even simply prohibit any sort of political contributions The payment of any Political Contribution by any Sonepar OpCo is subject to strict compliance with this Policy and the below four step procedure which is mandatory and will be audited For internal use only

4 PROCEDURE A four step procedure STEP 1 STEP 2 STEP 3 STEP 4 DUE DILIGENCE AUTHORIZATION ACCOUNTING AND REPORTING RECORD KEEPING Check if the following criteria are met and complete the due diligence questionnaire available in Appendix 3 to the Manual The envisaged Political Contribution does not breach any applicable laws and regulations It is not used to encourage or reward a person to secure business influence the award of a contract or a public bid or obtain a favorable decision Before taking any commitment you must obtain prior written authorization of the Regional President after review by the Regional General Counsel using the request form available in Appendix 4 to the Manual Upon receipt of written authorization payment of the Political Contribution shall be properly and accurately recorded in the OpCo s accounting records All Political Contributions must be properly authorized documented and recorded as required under this Policy Such records may include identification of the recipient pre approval confirmation of legality of the payment and receipt and must be available upon request If all these criteria are met you can move to Step 2 5 PRACTICAL EXAMPLES 5 1 As a Sonepar associate you can give access to Sonepar s facilities including conference rooms Your brother is active in political life and you share the objectives of such political party Can you offer to your brother the use of a Sonepar facility for a 2 hour period on a Sunday afternoon at which time office is closed No you cannot as this could be viewed as Sonepar promoting political interests which is against Sonepar s Policy For internal use only 44

POLICY 316 CHARITABLE DONATIONS AND SPONSORSHIPS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW A Charitable Donation includes providing financial support skills or equipment to a nonprofit organization without seeking any direct economic return with the aim of supporting an activity of general interest arts and culture science education humanitarian social projects research etc This Policy does not apply to Sonepar or OpCo sponsored charitable events or volunteer opportunities A Sponsorship is a marketing event in which the company makes a financial and or material contribution to a social cultural commercial educational scientific or sporting activity to gain a positive benefit by promoting the corporate brand and increasing its visibility Sponsorship contributions are not recognized as donations but as communication expenses promotion and advertising Sponsorships are commercial in nature not charitable Contributions to industry associations or fees for memberships in organizations that serve business interests are not considered donations 2 WHAT IS AT STAKE Sonepar strictly monitors operations such as Charitable Donations and Sponsorships to ensure that they do not constitute Bribery Corruption or Influence Peddling 3 POLICY This Policy outlines the mandatory approval process that must followed for all Charitable Donations and Sponsorships Each Region shall draft and implement by December 31 2020 a Regional Policy setting Applicable regional approval thresholds Potential additional and more restrictive standards than the ones set in this Policy and Local practical examples 45 The Regional Policy shall be regularly updated The Regional Policy and any update thereof shall be communicated to the General Counsel and the VP Legal and Compliance as soon as available and in any case before deployment Regional policies must be made available to associates and appropriate information and training must be offered to associates where necessary to ensure proper understanding and effective enforcement For internal use only

4 PROCEDURE A five step procedure STEP 1 STEP 2 STEP 3 DUE DILIGENCE APPROVAL ACCOUNTING AND REPORTING Check to see if the Charitable Donation or Sponsorship meets the following criteria Before taking any commitment you must obtain prior approval under the applicable Regional Policy The Charitable Donation or Sponsorship is not used to encourage or reward a person to secure business influence the award of a contract or a public bid or obtain a favorable decision Charitable Donations or Sponsorships of 20 000 EUR or equivalent in local currency and above must be approved by the Regional President using the approval request form available in Appendix 6 to the Manual Below these amounts please follow your Regional Policy It will not negatively impact the reputation of Sonepar or the OpCo and In addition if the Charitable Donation or Sponsorship amount involved is higher than 10 000 EUR or equivalent in local currency the due diligence questionnaire available in Appendix 5 to the Manual shall also be filled in Upon receipt of formal written approval the Charitable Donation or Sponsorship shall be properly and accurately recorded in your OpCo s accounting records Please also refer to Policy 319 All pre approvals must be in writing e mail or via approved reporting systems If all these criteria are met you can move to Step 2 STEP 4 STEP 5 WRITTEN CONTRACT RECORD KEEPING Sponsorship agreements related to for profit entities shall be in writing and must include the amount and indicate how the funds will be used To the extent possible Sponsorship agreements should also include audit rights All Charitable Donations and Sponsorships must be properly approved documented and recorded Such records may include identification of the recipient pre approval confirmation of legality of the payment receipt and must be available upon request for audit purposes For internal use only 46

POLICY 317 DEALING WITH BUSINESS PARTNERS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW Sonepar has defined five categories of Business Partners Customers Suppliers of Goods for Resale Non Trade Suppliers and Service Providers Intermediaries Joint Venture Partners What is a Customer A Customer is a legal entity or an individual that purchases a product or a service from a Sonepar company What is a Supplier of Goods for Resale A Supplier of Goods for Resale is a legal entity generally a manufacturer from which a Sonepar OpCo purchases finished goods to be re sold to customers What is a Non Trade Supplier or Service Provider A Non Trade Supplier also known as a Service Provider is a legal entity or a person from which a Sonepar entity purchases goods or services to enable its activity thus intended to be consumed or used by Sonepar rather than by its Customers This category also includes subcontractors providing services on behalf of a Sonepar entity These goods and services may be recorded in the books as general expenses such as rent office supplies or maintenance but also as cost of sales such as freight or packaging or as fixed assets What is an Intermediary An Intermediary is a person who is engaged by a Sonepar company for the purpose of promoting business opportunities such as the development 47 distribution marketing or sales of Sonepar and or gaining entrance into new markets or locations and is put in contact with or in between two or more trading parties Examples of Intermediaries include agents sales representatives consultants or consulting firms suppliers distributors resellers subcontractors franchisees joint venture partners subsidiaries and other business partners Both natural and legal persons are included Depending on the situation forwarders custom agents and shipping companies may be considered as intermediaries External central purchasing and sourcing offices that receive a fee or commission on Sonepar sales to their members or affiliates are also considered as Intermediaries What is a Joint Venture Partner Joint Venture Partners are partners firms and organizations coming together to perform a specific venture within or for a limited time A joint venture may be an incorporated entity in which Sonepar holds an interest or a contractual agreement into which Sonepar has entered For internal use only

2 WHAT IS AT STAKE Sonepar expects its Business Partners to comply with its high ethical standards and assesses their integrity Since Sonepar s reputation can be significantly impacted by Business Partners it chooses to have business dealings with it is key to work only with Business Partners which comply with Sonepar values and rules of integrity 3 POLICY Careful due diligence and monitoring shall be exercised before and while dealing with Business Partners Specific contractual provisions are always useful but sometimes not enough to protect Sonepar Integrity of Business Partners is evaluated by among other things reference to Sonepar s Corruption Influence Peddling risk mapping and as per a risk based approach Great care shall be used to apply the proper category to qualify a Business Partner It is important to look at the substance of the relationship and that of the transaction not just to rely on the contract title or the apparent third party category Sonepar may be exposed to the risk of improper payments being channeled through Intermediaries For this reason Sonepar OpCos have deployed since 2018 a specific Group Procedure for Intermediaries Compliance with the following procedures is mandatory and will be audited This Policy replaces and supersedes the Group Master Plan dated July 2018 4 PROCEDURES 4 1 Procedure applicable for Third Parties Assessed by the Group The largest International Business Partners are assessed by the General Counsel s Office These as well as their subsidiaries in the Countries where Sonepar operates therefore do not need to be assessed at Country level The updated list of these international Business Partners Third Parties Assessed by the Group including their subsidiaries in each Sonepar Country is confidentially shared online via SharePoint with the Compliance Champions and the designated associate s in charge of the Business Partner Assessment When needed and upon request the assessment results of International Business Partners may be shared with the Compliance Champions who may be provided with data on specific groups or companies 4 2 Procedure applicable for Intermediaries All Intermediaries shall by default be considered as bearing significant risks Therefore Sonepar has defined a Group standard procedure to assess verify and approve Intermediaries The minimum due diligence to be performed includes an internal questionnaire in Appendix 8 to the Manual and a search for records on an external database such as Bureau Van Dijk Dow Jones AML TRACE If a third party has two relationships with Sonepar such as a Service Provider who also falls within the definition of an Intermediary the Intermediary approval process must be applied All Countries must Maintain a list of all active Intermediaries Apply the Intermediary Assessment and Due Diligence Procedure set forth in Appendix 7 to the Manual and in order to submit assess and approve a new Intermediary account and Monitor existing Intermediary accounts The Compliance Champion and the manager responsible for the Intermediary in the concerned OpCo must Understand the services to be provided by the Intermediary Be able to confirm that the services are legitimate lawful and correspond to a genuine business need Establish a factual basis to conclude that the Intermediary is capable of providing the services Complete the due diligences detailed herein and Take For internal use only steps to ensure the Intermediary will provide services in full compliance with Sonepar s Code of Conduct and all applicable anti corruption laws and regulations 48

ASSESSMENT AND DUE DILIGENCE STEP 1 The Intermediary Assessment and Due Diligence Procedure is set forth in Appendix 7 to the Manual and the Intermediary Due Diligence Questionnaire is available in Appendix 8 The process shall be performed on the Group online platform TRACE TPMS with a scoring matrix and a due diligence checklist also available in Appendix 7 Both must be completed whenever the use of an Intermediary is contemplated including prior to any renewal or extension of an existing contract with an Intermediary If a policy and procedure reflecting the principles set herein is not already implemented one shall be drafted and implemented either at the regional or country level by December 31 2020 The local policy shall be regularly updated The local policy and any update shall be communicated to the General Counsel and the VP Legal and Compliance as soon as available and in any case before deployment Local policies must be made available to associates and appropriate information and training must be offered to associates where necessary to ensure proper understanding and effective enforcement STEP 2 APPROVAL The risk level of the Intermediary determines the approval that must be obtained High Risk Intermediaries must be approved in writing on the Group online platform TRACE TPMS by the relevant Regional President or support function SEC member Other Intermediaries must be approved in writing on the Group online platform TRACE TPMS by the Country top manager if any or if none by such manager designated by the Regional President STEP 3 MONITORING Sonepar monitors the relationship with its Intermediaries to prevent and detect risks such as corruption cyber and operational risks Therefore Country top management if any or OpCo top management must implement a monitoring process for accounts once they have been assessed approved and created Monitoring consists of analyzing information gathered from internal and external sources to supplement or update elements considered at the time of the initial risk assessment of the Intermediary to revise or to confirm its risk level By category and risk level a maximum period shall be defined between two periodic risk assessments Within this interval changes and events are captured from internal and external sources which may lead to an earlier revision of the risk assessment If this capture is automated and the quality number of sources is sufficient the monitoring may be continuous and replace periodic assessments STEP 4 RECORD KEEPING As a minimum the following data shall be recorded whether in paper or electronic format for example within the ERP and be readily available for any active account Name of the associate s who performed the preliminary assessment of the account and decided to initiate the relationship Date of the request Outcome of the due diligence where applicable Evidence of remediation where applicable Analysis supporting the final assessment where applicable Name of the decision maker and date of the decision i e name of associate validating deferring or rejecting account setup and date of creation deferral or rejection All documentation resulting from due diligence and its outcome i e decisions made must be kept on file for the duration of the relationship and a minimum of six 6 years after the last payment made to the Intermediary 49 For internal use only

4 3 Procedure applicable for Joint Venture Partners Before an OpCo creates or enters into a Joint Venture with one or more third parties it shall perform a due diligence on such third parties similar to that of Intermediaries see procedure detailed in point 4 2 above and related appendices and obtain proper approval for the operation as per the Group Approval Matrix It specifies for each category of Business Partners other than Intermediaries and Joint Venture Partners the Risk assessment criteria to be used and Nature of the due diligences to be performed according to the risk level 4 4 Procedure applicable for other Business Partners Customers Suppliers and Service Providers This risk model shall be reflected in a Country Policy that shall be regularly updated Any update shall be communicated to the General Counsel and the VP Legal and Compliance as soon as available and in any case before deployment A risk model adapted to the Country s size business model environment and risk profile has been defined at Country level and approved by the General Counsel s Office These policies must be made available to associates and appropriate information and training must be offered to relevant associates to ensure proper understanding and effective enforcement For internal use only 50

ASSESSMENT AND DUE DILIGENCE STEP 1 Associates in the Sales and Purchasing Departments shall gather information and documents concerning the Business Partners with whom they intend to do business They shall perform a preliminary assessment based on factual criteria as detailed in the Country Policy Prior to engaging in business with a third party associates shall review and complete the Business Partners Assessment process outlined in the Country Policy In higher risk cases line management back office and compliance teams work together to get additional information on the potential Business Partners as required by the Country Policy or through the Business Partners Due Diligence Questionnaire available in Appendix 9 to the Manual When appropriate based on the overall risk assessment additional measures may be implemented to mitigate risks such as requiring the Business Partner to certify it s compliance with applicable anti corruption laws or including compliance provisions in negotiated contracts STEP 2 APPROVAL The risk level determines the approval level In Low Risk cases the preliminary assessment may constitute the final decision The final decision which must ultimately be validated by the top manager of the OpCo or the manager designated in the Country policy for the highest risk cases shall be based on due diligence analysis and advice provided by the Compliance Champion In case of disagreement with management on highest risk cases the Compliance Champion has a duty to raise the issue with a higher level executive and may seek the assistance of the VP Legal and Compliance STEP 3 MONITORING Sonepar monitors the relationship with its Business Partners to prevent and detect risks such as corruption cyber and operational risks Therefore Country management has implemented a monitoring process for accounts once they have been assessed approved and created Monitoring consists of analyzing information gathered from internal and external sources to supplement or update elements considered at the time of the initial risk assessment of the Business Partner to revise or to confirm its risk level By category and risk level a maximum period is defined between two periodic risk assessments Within this interval changes and events are captured from internal and external sources which may lead to an earlier revision of the risk assessment If this capture is automated and the quality number of sources is sufficient the monitoring may be continuous and replace periodic assessments STEP 4 RECORD KEEPING As a minimum the following data shall be recorded whether in paper or electronic format for example within the ERP and be readily available for any active account Name of the associate s who performed the preliminary assessment of the account and decided to initiate the relationship date when the decision was recorded i e name of associate requesting account setup and date of the request Outcome of the due diligence where applicable Evidence of remediation where applicable Analysis supporting the final assessment where applicable Name of the decision maker and date of the decision i e name of associate validating deferring or rejecting account setup and date of creation deferral or rejection All documentation resulting from due diligence and its outcome i e decisions made must be kept on file for the duration of the relationship and a minimum of six 6 years after the last payment 51 For internal use only

SCOPE COUNTRY AS OF DATE Number of Active Business Partners Number of Business Partners Assessment and Due Diligence Completed Number of Business Partners Approved Number of Business Partners Defered Number of Business Partners Rejected Number of Number of Business Business Partners Partners Assessment Assessed at or Due Diligence Group Level in Progress Completion Customers Suppliers of Goods for Resale Non Trade Suppliers Service Providers Intermediaries Joint Venture Partners Total 1 2 3 4 5 6 7 2 3 4 5 6 7 1 2 KPIs REPORTING Each Country must compute the number of active Business Partners by category including for each category the numbers that were subject to a due diligence and the numbers that were approved deferred and rejected These KPIs must be reported to the VP Legal and Compliance and the VP Risks and Insurance twice a year end of June and end of December of each year using the below enclosed template The first column Number of Active Business Partners includes all active Business Partners including Third Parties Assessed by the Group The Deferred status is assigned to a Business Partner for which the preliminary assessment and related due diligence have been completed with some issues red flags requiring to agree on a remediation plan Such a Business Partner has the Deferred status pending the remediation plan Once the remediation is complete the Business Partner will move from Deferred to Approved or Rejected if the remediation consisted of terminating the business relationship Business Partners whose assessment or due diligence is not yet completed are not Deferred but In Progress For internal use only 52

POLICY 318 ACQUISITIONS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 WHAT IS AT STAKE Sonepar could be subject to investigation fines and other penalties for acts of Corruption committed by an acquired company after but also in some cases prior to its acquisition 2 POLICY 4 EXAMPLES The purpose of this Policy is to assess the compliance program and track record of a prospective target beyond matters covered by the traditional financial and legal due diligence checklists 4 1 Sonepar is negotiating to purchase an entity to expand in a new country The seller really wants to make the deal Sonepar s project leader in charge of the acquisition offers the seller to ask for a higher price and to pay him part of the difference as a reward In counterpart he will push to complete the deal as soon as possible Is it a problem Compliance related due diligence with respect to target companies is critical and must be systematic It must include questions related to Corruption among others Findings of these due diligences must be taken into account when considering the acquisition merits of the target company or business 3 PROCEDURE The applicable procedure and related due diligence templates can be found in the Acquisition Book The Acquisition Book is available upon request to the General Counsel s Office and the HQ Finance Department 53 The proposal is definitely illegal and will be sanctioned 4 2 Sonepar is negotiating to purchase an entity to further expand in a country where Sonepar already operates During the due diligences a project team member identifies several red flags of potential corruption What should he do The project team member shall immediately inform the project team leader and the Legal Risk and Compliance network to investigate further the red flags The project team leader shall promptly inform the Investment Committee For internal use only

POLICY 319 ACCOUNTING AND FINANCIAL RECORDS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 1 POLICY In order to monitor the Group s financial performance and ensure compliance with regulatory requirements it is necessary to ensure that transactions and business activities are properly recorded 2 PROCEDURE This procedure is a reminder of the basic principles concerning accounting and book keeping in order to prevent Corruption They must be strictly applied All financial transactions must be recorded accurately in dedicated P L accounts and in accordance with the Group Finance Manual with reasonable detail and in a timely manner A complete analysis of journal entries must be performed supported by appropriate documentation and discrepancies justified Every accounting control defined in the Internal Control Manual and relating to the prevention of Corruption is properly implemented Associates must never make false or artificial entries nor falsify documents Associates must never create nor help create any records that are intended to conceal anything that is improper such as fraud Corruption or Influence Peddling Associates must never make unusual or improper financial arrangements such as over invoicing or under invoicing Associates must promptly report any false misleading incomplete or inaccurate statements records or transactions that do not appear to serve a legitimate commercial purpose Such reports must be investigated Accounting procedures must be supported by the necessary local internal controls and all OpCos books and records must be available for audit For internal use only 54

POLICY 320 CONFLICT OF INTERESTS POLICY Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 Sonepar s high standards of integrity require that our associates act in the best interests of Sonepar and our stakeholders Associates are expected to always be aware of and avoid any potential Conflict of Interest 1 WHAT YOU NEED TO KNOW A Conflict of Interest occurs when two interests are in direct opposition even if no unethical or improper act results to be made objectively free from bias and in Sonepar s best interests If the personal or financial interests of an associate or those of his Family or of persons with whom he has a Close Personal or business Relationship conflict or may potentially conflict with Sonepar s interests or interfere or could interfere with his judgment objectivity independence impartiality or loyalty in the performance of his her duties within Sonepar Each associate owes a duty of loyalty to act in Sonepar s best interest A personal Conflict of Interest arises where that duty comes into conflict with a personal or financial interest of the associate or of any person with whom the associate has a Close Personal Relationship A Conflict of Interest may affect someone s ability to act with integrity impartially and independently and may influence or appear to influence one s judgment For instance a Conflict of Interest exists Where one or both parties in a relationship receive or give improper or unfair advantage or preferential treatment because of their relationship If somebody has a direct or indirect personal interest in a decision being made where the decision should be made and should be seen 55 Family includes the associate s spouse or life partner children grand children parents parents in law grandparents siblings brothers and sistersin law sons and daughters in law nephews nieces and cousins and any person living with the associate A Close Personal Relationship with the associate means a relationship going beyond common friendship to one where the person in question is part of the associate s close inner circle of friends or is a person with whom the associate has an intimate relationship For internal use only

2 WHAT IS AT STAKE A Conflict of Interest in which the associate s or a third party s personal interests may take precedence over Sonepar s interests can jeopardize the quality and legality of a decision or action You will find below basic rules of conduct that must be applied at all times Besides resulting in inefficient or costly commercial transactions loss of business and lower morale among other Sonepar associates the main risks for Sonepar and its associates are Ensure that your decisions and actions are consistent with Sonepar s interests and are not influenced by any personal interests or interest of any Family member or person with whom you have a Close Personal Relationship Civil or criminal prosecution Reputational risk that calls into question the trustworthiness of the business Damage to a company s reputation can result in lost revenue or decrease of shareholder value Disciplinary sanctions all violations of this Conflict of Interest Policy will be taken very seriously Failure to comply may result in disciplinary sanctions up to and including termination of employment and potential legal actions against the offenders These measures will always be adopted with due regard to local laws 3 POLICY All associates must promptly report any fact from their personal and or professional life that may give rise to an actual or perceived Conflict of Interest using the Statement of Conflict of Interest attached in Appendix 10 To manage Conflicts of Interest Sonepar has established a general prohibition on certain Conflicts of Interest whereas certain other conflicts may be permissible but are subject to compulsory authorization procedures as detailed below DO s Act with transparency and objectivity while assessing situations that might represent a Conflict of Interest Identify and report in writing any actual potential or appearance of Conflict of Interest to avoid ambiguity Remove yourself from the decision making process when a Conflict of Interest arises may arise or may appear to exist When in doubt as to whether a situation may violate this policy always be prudent and ask or seek approval disclosing all relevant information DON Ts Conceal any information on any actual or potential Conflict of Interest Associates may be asked from time to time or in certain circumstances to fill in the Statement of Conflict of Interest available in Appendix 10 For internal use only 56

4 REGULATED SITUATIONS No associate shall directly or indirectly acquire an interest or a personal gain or benefit in a competitor of Sonepar except for the acquisition of shares on a public stock exchange to the extent it does not grant significant influence over the affairs of the competitor 4 1 Strictly prohibited situations No associate shall procure solicit or accept directly or indirectly a personal gain or benefit except for the Gifts and Invitations authorized as per the Gift Invitation and Travel related expenses Policy or a gain or benefit for Family or for a person with whom he has a Close Personal Relationship granted to him or to Family or to a person with whom he has a Close Personal Relationship because he she is a Sonepar associate 4 2 Situations requiring prior written approval No associate may without prior written approval from both his her direct manager and his her HR Department Accept appointments to serve on boards of No associate shall offer or influence an offer directors of a company outside of Sonepar or to serve on the boards of a professional or trade association or to serve as a political appointment at a local or national level of a job to any member of his Family or to any member of the Family of an associate or to a person with whom he has a Close Personal Relationship Associate may however recommend someone Take a second job or employment with a competitor or other entity that does business with Sonepar or the associate s OpCo No associate shall use Sonepar s assets or resources for his her own personal use unless approved by management Acquire or maintain an interest in a Sonepar s subcontractor supplier or customer except for interest in shares on a public stock exchange to the extent it does not grant significant influence over the affairs of such third party No associate shall i personally offer or participate in any form of consultancy or professional services to a supplier customer or prospective supplier or customer or ii compete with Sonepar or work for a competitor of Sonepar 57 In the case of a SEC member the CEO prior written approval is required For internal use only

4 3 Situations subject to written notification for or in a subcontractor supplier or customer of Sonepar with which the associate is directly or indirectly involved Any associate must immediately inform in writing both his her direct manager and his her HR Department if He she has in his reporting line any Family or any person with whom he has a Close Personal Relationship He she has any Family or a person with whom he has a Close Personal Relationship employed by a Sonepar competitor in the same area of business with which the associate is directly or indirectly involved He she has any Family or a person with whom he has a Close Personal Relationship working 5 PRACTICAL EXAMPLES 5 1 An associate is aware of a relative applying for a position within the Sonepar Group and happens to know the person in the Human Resources Department who will oversee the hiring process Can the Sonepar associate give a call to his contact to ease the process for his her relative The answer is clearly NO It would create an obvious Conflict of Interest and the Sonepar associate shall keep from interfering to maintain complete impartiality in the recruitment process 5 2 A Sonepar associate s wife works for a competitor and they regularly bid on the same requests for proposal Is this an issue There is a clear Conflict of Interest and all appropriate internal measures shall be taken to ensure that The Sonepar associate provides notice of the potential conflict to his manager The Sonepar associate and his wife do not work on the same customer supplier accounts The Sonepar associate undertakes not to communicate to his wife any non public information collected as part of his job 5 3 A Sonepar associate is negotiating an agreement with a supplier who has been supplying Sonepar for years Over the years they have developed a friendship and even see each other from time to time during the weekends Is it an issue if the two of them sign the agreement without involving anyone else For internal use only Yes there is a potential Conflict of Interest The Sonepar associate must inform his her manager of the situation and get internal approval prior to moving forward 58

POLICY 330 FAIR COMPETITION POLICY Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 Sonepar is committed to conducting its business activities openly and fairly in full compliance with the competition laws and regulations of the jurisdictions in which it does business We make clear to our associates and business partners that we take these regulations very seriously and expect strict compliance therewith 1 WHAT YOU NEED TO KNOW Competition laws promote free and fair competition for the benefit of all business partners by promoting open and dynamic markets Over 100 countries have adopted competition laws These laws generally prohibit agreements or understandings between competitors that undermine competition regulate the behavior of dominant companies require prior review and in some instances clearance for mergers acquisitions and certain other transactions in order to prevent transactions that would substantially reduce competition These laws are complex and vary considerably from country to country especially outside the European Union Conduct allowed in one country can be unlawful in another 59 Behaviors or practices that may alter or reduce the level of competition in a given market whether voluntarily or not must be approached with the greatest possible care Sonepar may sometimes hold a significant market share in particular locations which requires extra caution to comply with competition laws and regulations in particular with regards to abuse of dominant positions 2 WHAT IS AT STAKE Violation of competition laws may be severely sanctioned by competition authorities The number of investigations has significantly increased in the past years Violation of competition laws may result in Significant fines and penalties depending on For internal use only the jurisdiction the competition authorities can impose fines of up to 10 of the total Group turnover even if the infringement is committed by only one legal entity Associates may also have to pay fines

Litigation and civil damages the Group can face civil lawsuits brought by consumers or other companies who can demonstrate that they have suffered from anticompetitive practices Consequences are generally more severe in jurisdictions where class actions are possible Contractual risk is significant Breach of competition laws could be a legal reason for termination of contracts The terms that violate competition laws will be declared null and void by courts and authorities Reputational risk the reputation of the Group could be jeopardized given the unethical nature of the behavior and the publication of decisions by competition authorities Prison in many jurisdictions associates who violate competition laws may be criminally prosecuted and may face imprisonment Disciplinary sanctions all violations of this Fair Competition Policy will be taken seriously Failure to comply may result in disciplinary sanctions up to and including termination of employment and potential legal actions against the offenders These measures will always be adopted with due regards to local laws 3 POLICY The aim of this Policy is to make all associates aware of the basic principles of competition law Many rules are based on common sense In particular the Group s behavior must not obstruct free access to the market by its direct competitors or obstruct the commercial freedom of its distributors and customers Some practices do however require more in depth knowledge of applicable legislations If you have even the slightest doubt please contact the Legal Risk and Compliance Network 3 1 Prohibited agreements between competitors Competition laws and regulations prohibit agreements between actual or potential competitors that could have an anticompetitive effect In this context the concept of agreement is broadly defined and can include a range of conduct such as collusive arrangements exchanges of information concerted actions and understandings affecting or attempting to affect competition For internal use only 60

Agreements automatically illegal Current future or past prices Price fixing Agreements between actual or potential competitors to fix maintain or raise prices Agreement on production output capacity Agreements between actual or potential competitors to limit production or output capacity as they inevitably result in maintaining or raising prices Market sharing schemes Agreements between actual or potential competitors to share customers or markets Bid rigging Agreements between competing bidders to submit pre arranged bids to answer a call for tender Exchange of sensitive information The exchange of commercially sensitive information between actual or potential competitors artificially increases the level of transparency on a market and thereby reduces competition by removing uncertainty over competitors behavior and strategy It also increases the risk of coordination Unless expressly authorized under local laws it is therefore strictly prohibited to exchange directly or through any third party e g customer supplier agent any commercially sensitive information with competitors including among others 61 Market share Profits Volume of business Customer names Terms of sales Intentions regarding call for tenders Estimated company costs Distribution techniques Potential investments There is a very limited number of cases in which actual or potential competitors may exchange certain sensitive information due to the need to enter into a legal agreement or hold negotiations in view of a take over or sale process Certain information may only be exchanged during the final stages of the take over or sale process with staff subject to the level of confidentiality necessary for the transaction The content and scope of these exchanges of information must be submitted for in depth analysis and clearance to the Legal Risk and Compliance network For internal use only

Trade associations Professional associations or organizations bring together all the participants in the economic chain and more specifically mutual competitors Particular care must be paid to the exchanges that take place via these professional associations You must therefore check beforehand that Each business partner must remain free to independently set the price they wish depending on their costs incurred and must not be influenced in any way A supplier may recommend a resale price to its distributor but cannot impose or even control the application of these prices as this would constitute clear restriction of competition the association has a legitimate role Exclusivity the It is generally permissible to enter into exclusivity agreements with customers distributors such as granting exclusive territories restricting their sales to a particular territory or prohibiting them from selling competing products as long as association has internal rules raising members awareness on competition laws the meetings are organized around an agenda which is observed and does not refer directly or indirectly to prohibited practices or imply any exchange of sensitive information minutes are drawn up after each meeting If any prohibited practices are implemented discussed or even referred to in the course of the meeting by representatives of competitors you must immediately request that these discussions be broken off you publicly and specifically express your opposition there is a legitimate business reason and the restriction is not a result of an agreement with a competitor or other distributors Exclusivity shall have a positive effect on the market In certain jurisdictions it shall also be of reasonable duration for example less than five 5 years in the European Union you check that the minutes of meeting make In order to ensure an exclusive distribution agreement complies with local laws and regulations please consult your local policy or contact the Legal Risk and Compliance Network you must immediately leave the meeting Boycott reference to your statement and 3 2 Relations with suppliers and customers Agreements with supplier or customers may sometimes be illegal if found to substantially lessen competition A boycott occurs when two competitors agree not to supply a customer distributor or to block the market for another competitor Such behavior is illegal For internal use only 62

3 3 Prohibition of Abuse of Dominant Position Dominant position is not in itself illegal What is prohibited is the abuse of a dominant position in ways that deter or render it unfeasible for other companies to join remain or compete in a normal way in the market In other words you cannot seek the foreclosure of the market to actual or potential competitors Your behavior cannot be of a nature to reinforce the natural dominant position and to impede the development or maintenance of effective competition Behavior e g terms of contracts rebate policy can be abusive in light of their effects even if it did not intend to injure competitors or consumers Always consider the impact that your behavior can have on competitors and consumers 3 4 Merger filings Competition law requires that transactions above a certain monetary threshold including transactions involving a combination of companies or businesses through acquisition 63 merger or creation of Joint Venture that were previously independent receive prior approval of the Competition Authorities Failure to comply with merger control regulations could result in the cancellation of the transaction and the imposition of a substantial fine calculated on the basis of the total turnover achieved by the Sonepar Group The legal standards for review vary widely among jurisdictions Please consult the Legal Risk and Compliance Network 3 5 Careful communication The use of certain words or phrases in communication can be misunderstood or misinterpreted as indicative of an anticompetitive intent Likewise offhand comments and jokes may be misconstrued when viewed out of context Almost everything written may be disclosed publicly by a Competition Authority inquiry or an adversarial proceeding so you should be very careful with the language used in any written and oral communication whether internal or external For internal use only

TO KEEP IN MIND DOs Comply with all applicable competition laws and regulations Compete fairly at all times Avoid formal or informal business contacts with competitors Avoid disclosing any inappropriate and sensitive information to third party Pay attention to your written communication and avoid using misleading words or making jokes Consult your Legal Department orally if you have even a slightest doubt on the legality of an action DON Ts Enter into any unlawful discussion or agreement with a competitor about prices margins rebates costs stock levels allocation of customers suppliers territories associates or contracts Share directly or indirectly sensitive information with competitors including in particular in trade associations Denigrate or discredit competitors in any manner Do not implement any acquisition or merger without having consulted the Legal Risk and Compliance Network 6 PRACTICAL EXAMPLES 6 1 On a Saturday night a Sonepar associate has an off the record conservation about the prices he will quote for a major project with an old friend working for a competitor also submitting a quote for this project They agree to provide the same quotes in the hope to be both engaged by the customer to provide different supplies for the project Is it a problem Although this conversation took place outside working hours and was off the record it is illegal An agreement was made between competitors to fix prices for the sale of the products 6 2 One customer is notoriously known for making very late payments to its suppliers A salesperson at a competitor suggests that you join efforts and stop delivering to this customer until the payment conditions are improved You feel it make be a good way to solve the problem in the long term and the customer may begin paying on time Are you right Two competitors cannot agree to boycott a customer by refusing to sell to them This conduct is illegal However if both competitors come to this decision independently without colluding it could be a reasonable commercial decision For internal use only 64

POLICY 340 INTERNATIONAL TRADE CONTROL POLICY Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 The selling of imported or exported products materials or technologies may be subject to specific regulations Some countries also impose restrictions on business dealings with certain entities and individuals Sonepar complies with all applicable laws governing international trade 1 WHAT YOU NEED TO KNOW Sanctions or restrictive measures have frequently been imposed by the European Union EU the United States US and other jurisdictions in recent years either on an autonomous basis or through Resolutions of the Security Council of the United Nations They are instruments of a diplomatic and economic nature that seek to bring about a change in activities such as terrorism or drug trafficking or policies such as violations of international law human rights rule of law or democratic principles Sanctions measures target countries governments or non state entities and individuals such as terrorist groups and terrorists They comprise arms embargoes other specific or general trade restrictions import and export bans financial restrictions restrictions on admission visa or travel bans and or other regulations These measures are often referred to as embargo sanctions or export control laws They are hereinafter collectively referred to as Economic Sanctions 65 With its headquarters in France and a large portion of its revenue generated in the US the Group is primarily concerned with the Economic Sanctions adopted by the EU and the US However laws and regulations of other jurisdictions including without limitation the United Kingdom or Canada may apply depending on factors such as the place of incorporation of the concerned legal entities the citizenship of the employees involved the place of performance of the services or delivery of the goods etc These measures are highly complex and evolve regularly Specific attention shall be paid to Dual use Goods Dual use Goods are goods software and technologies that can be used for both civilian and military applications The EU and the US control the export transit and trading of Dual use Goods for which a specific license is required as part of the promotion of international peace and security and prevention of the proliferation of weapons of massive destruction Some electrical products are included in the EU and US lists of Dual use Goods For internal use only

Economic Sanctions particularly those imposed by the EU and the US frequently apply to conduct outside the legislating jurisdiction extraterritorial reach Particular attention shall be paid to US secondary sanctions which allow US authorities to prosecute a company or individual for acts committed outside the United States so long as there is some kind of link between the unlawful act and the US The export re export or transfer of defense nuclear or repression related goods technology or services or controlled goods Dual use Goods commodities software technical data or technology without the appropriate license or authorization Imports or receipt of goods or services from or dealings in goods or services originating in a sanctioned country territory entity or individual without the appropriate license or authorization Economic Sanctions cover a range of conduct including but not limited to The export and re export of goods or supply of services whether directly or indirectly to a prohibited or sanctioned country territory entity or individual without the appropriate license or authorization 2 WHAT IS AT STAKE Investment in a sanctioned country or territory or in a particular sector in that country or territory Any other business or financial dealings with or involving a sanctioned country territory entity or individual Prison sentence as breaches can constitute a criminal offense financing of terrorism for example The consequences for failing to comply with the Economic Sanctions are severe and may include 3 POLICY Significant fines and penalties Reputational risk it is a risk related to the trustworthiness of business Damage to the company s reputation can result in lost revenue or decrease of shareholder value Breach of financing agreements Revocation of licenses to operate Suspension or debarment companies may be prohibited from making sales to governments or public organizations which could have a major financial impact It is Sonepar s policy and commitment to comply with applicable Economic Sanctions Consequently Sonepar associates shall be careful when initiating and doing international business with suppliers and or customers in certain countries to prevent any breach of Economic Sanctions It is therefore critical to complete appropriate due diligence when the business dealing somehow involves sensitive goods or territories You will find below basic rules of conduct that must be applied at all times For internal use only 66

DO s DON Ts Comply with applicable import or export control regulations Enter into or renew a cross border business relationship involving sensitive countries or goods without conducting a proper integrity check Obtain from appropriate authorities any license required for the import or export reexport of goods in from a specific country In cross border transactions involving sensitive countries or goods conduct an integrity check to ensure the potential business partner is not on a sanctions list or country of origin destination of the goods is not subject to Economic Sanctions Conduct business without a required license Turn a blind eye on exports which you have reasons to believe or suspect are ultimately intended for a country or person under sanctions In cross border transactions involving sensitive countries or goods request information on the end user and end use from the customer when available Comply with trade control obligations contained in contracts with business partners Insert compliance with Economic Sanctions provisions in cross border sales contracts The procedure below applies to commercial transactions involving the following sensitive countries import export or re export note that such list may evolve from time to time and or sensitive goods Balkans Myanmar Burma Belarus Nicaragua Burundi North Korea Central African Republic Somalia Cuba Sudan and Darfur Democratic Republic of the Congo South Sudan Egypt Syria Guinea Republic of Tunisia Guin e Bissau Turkey Iran Ukraine Iraq Russia Lebanon Venezuela Libya Yemen Mali Zimbabwe This procedure is mandatory and compliance therewith will be audited from time to time 67 For internal use only

4 PROCEDURE A five step procedure DUE DILIGENCE STEP 1 To proceed with a proper integrity check of your international project you will first have to gather the following information Full name and place of incorporation of involved parties including without limitation the customer importer exporter manufacturer end user Description of the goods and services to be delivered under the contemplated transaction Place of delivery of the goods or performance of the services list all countries involved Whether the customer intends to re export or resell the goods and in such case check who and where is the end user Estimated contract value and duration of the envisaged transaction Currency of payment List of all OpCos that would be involved in the project Whether any EU and or US personnel or services providers will be involved in the contemplated project Whether the project has a US nexus Licenses requested to export import the goods if any Collect any other useful information and materials e g pro forma invoice brochure website business license ID etc For internal use only 68

STEP 2 RISK ASSESSMENT 1 The country involved in the project is not subject to Economic Sanctions The below links may be used to find information EU list of Restrictive Measures in Force https www sanctionsmap eu main US list of Sanctions Programs and Country Information https www treasury gov resource center sanctions programs pages programs aspx 2 The business sector is not subject to Economic Sanctions The links available in point 1 above can be used to find information 3 The goods and services to be supplied are not subject to restrictions and or considered as Dual use Goods The links available in point 1 can be used to find information The lists of Dual use Goods may be found using the following links EU list of Dual use Goods https ec europa eu trade import and export rules export from eu dual use controls export from eu dual use controls US list of Dual use Goods https www bis doc gov index php licensing formsdocuments doc_download 91 cbc overview If the goods enter in the list of Dual use Goods carefully check the ultimate use of the goods the ultimate customer and country of destination 4 No entities or individuals involved in the project are blacklisted The due diligence tool s used in your country such as Bureau Van Dijk or Dow Jones Risk and Compliance may be used The Legal Risk and Compliance Network may provide you with the necessary support The Consolidated List of Persons Groups and Entities Subject to EU Financial Sanctions can be found at https data europa eu euodp en data dataset consolidated list of persons groups and entities subject to eufinancial sanctions Persons and legal entities subject to US Economic Sanctions can be searched at https sanctionssearch ofac treas gov You can also check whether an agency in your country provides a consolidated list of sanctioned persons and entities As an example the French Treasury Department provides a regularly updated consolidated list at the following link https www tresor economie gouv fr services aux entreprises sanctions economiques tout savoir surles personnes et entites sanctionnees 5 The project has a US Nexus The transaction involves US persons individual or legal entities as defined below US registered entity or any legal entity controlled by a US registered legal entity US citizens including dual citizenship Permanent resident aliens green card holders Non US person that is physically in the US even for a short period of time such as vacations The goods sold come from the US or US goods are incorporated within the product ultimately sold The transaction is settled in US dollars The emails exchanged go through a US server Meetings regarding the project held in the US If the project has a US nexus additional care shall be used 69 For internal use only

DECISION MAKING STEP 3 1 Transactions involving the following countries are prohibited under Sonepar s policy Iran Sudan Syria North Korea Venezuela Cuba 2 If you have identified any red flag regarding e g a blacklisted individual or entity a prohibited business sector or the involvement of Dual use Goods the final decision to proceed shall be made by the Regional President after having consulted the Regional General Counsel or the Country Head of Legal as the case may be 3 For Dual use Goods make sure to obtain any required license before proceeding STEP 4 CONTRACT Whenever practicable provisions should be added to the contractual documentation to ensure that Sonepar i will not be liable for any breach of Economic Sanctions and ii will be able to terminate the contract shall the other party breach Economic Sanctions become subject to sanction or should the object of the contract being targeted by Economic Sanctions STEP 5 RECORD KEEPING In any case you must keep records of all due diligence conducted for audit purposes regardless of the decision ultimately made and whether or not the sale or purchase is finally made For internal use only 70

POLICY 350 PERSONAL DATA PROTECTION Sonepar Group associates candidates and service providers whose Personal Data are processed by Sonepar SAS and or Sonepar International SAS hereinafter Sonepar or we for the purposes listed in Policies 351 352 and 353 Entry into force June 15 2020 Version 1 The Sonepar Group places great importance on the protection of Personal Data and privacy of its associates candidates and service providers Policy 353 Service Providers Privacy Policy The Sonepar Group complies with the Personal Data protection regulations in force in countries in which it operates in particular the EU General Data Protection Regulation no 2016 679 of 27 April 2016 GDPR as well as the national regulations adopted thereunder They all purport to describe i how Sonepar in its capacity as controller collects and uses personal data of its associates candidates and service providers for the purposes listed in such policies as well as ii how you can monitor such use and exercise your related rights Three different Privacy Policies are implemented for the personal data processed by Sonepar SAS and or Sonepar International SAS Policies 352 and 353 are available either on Sonepar s Corporate website or on MySonepar Policy 351 Associates Privacy Policy Sonepar s Commitments In accordance with applicable laws and regulations Sonepar undertakes to observe the following fundamental principles Transparency we will provide you with all relevant information on the purposes of the processing of your personal data and on the recipients of those data Legitimacy and Relevance we only collect and process data as necessary for the purposes described in the above listed Policies 71 Policy 352 Candidates Privacy Policy Local policies are also available for the Processing operations performed by other Sonepar Group entities on Personal Data Confidentiality and Integrity we implement all reasonable technical and organizational measures to protect your personal data from destruction loss alteration disclosure or unauthorized access by a third party Storage we do not keep your personal data for any longer than necessary for the purposes of the concerned processing operation Data Subject Rights you are entitled to exercise your rights with respect to your personal data collected by Sonepar for example you may access and modify your personal data For internal use only

POLICY 351 ASSOCIATES PRIVACY POLICY Sonepar Group associates whose Personal Data are processed by Sonepar SAS and or Sonepar International SAS Sonepar or we for the Purposes listed in Appendix 1 including temporary staff interns and apprentices Entry into force June 15 2020 Version 1 1 WHAT YOU NEED TO KNOW Personal Data means information by which a natural person can be identified directly for example by reference to a first or last name or indirectly for example through a phone or ID number ensure proper performance of employment contracts and organization of professional duties and tasks pay remuneration and reimburse business expenses Personal Data Processing means an operation or set of operations performed on Personal Data such as collection structuring storage alteration disclosure manage careers and mobility The Purpose of the Processing operation is the primary objective in using the Personal Data provide IT tools The data are collected for a specified legitimate objective and are not further processed in a manner that is incompatible with that initial objective organize business trips manage associates and their work organize professional training grant and manage shares and options that you may be awarded The Controller is the natural or legal person who decides whether the Personal Data should be processed and how that Processing operation will be performed in particular by determining what Purposes the data will serve and the tools that will be used for their Processing organize employee representative elections and The Recipient is the natural or legal person to whom your Personal Data are disclosed ensure 2 FOR WHAT PURPOSES DO WE COLLECT AND PROCESS YOUR PERSONAL DATA The main Purposes of the Processing of your Personal Data are listed in Appendix 11 to the Manual meetings organize and follow up on mergers and disposals of businesses and or companies administer Sonepar s Compliance Program the safety and security of Sonepar associates and property Sonepar also collects and processes some of your Personal Data to meet applicable legal and regulatory requirements managing leave for example When necessary Sonepar processes your Personal Data in connection with internal investigations Sonepar collects and processes your Personal Data litigation or pre litigation procedures in which when it is necessary in order to the Group is involved in order to implement its Compliance Program exercise its rights and defend its interests 72 For internal use only

3 WHO PROCESSES YOUR PERSONAL DATA The Personal Data Processing operations listed in Appendix 11 to the Manual are performed under the responsibility of SONEPAR SAS Soci t par actions simplifi e dont le si ge social est situ au 25 rue d Astorg Paris 75008 et enregistr e au RCS de Paris sous le num ro 585 580 202 et ou 4 ON WHAT BASIS ARE YOUR PERSONAL DATA PROCESSED The legal basis for each Processing operation is listed in Appendix 11 to the Manual In general Sonepar collects and processes your Personal Data based on your employment contract when such collection and Processing are necessary for the proper performance of your duties and the business operations of Sonepar for Purposes including SONEPAR INTERNATIONAL SAS Career management Soci t par actions simplifi e dont le si ge social est situ au 25 rue d Astorg Paris 75008 et enregistr e au RCS de Paris sous le num ro 433 890 845 Payroll management Where Sonepar SAS or Sonepar International SAS are not the Controllers you will be notified of the identity of the Controller Project management Training management Intranet access and Provision of IT tools such as email systems telephony VPNs In certain cases your Personal Data are processed to meet a legal or regulatory requirement such as leave financial control fraud or corruption prevention Conflict of Interest or for a legitimate reason such as IT system security defending Sonepar s legal interests In other more specific cases your Personal Data are processed based on your consent In these cases we will ask you to accept or reject the collection of your data to that end 73 For internal use only

5 WHAT CATEGORIES OF PERSONAL DATA ARE PROCESSED The various categories of data processed by Sonepar are listed by Processing operation in Appendix 11 to the Manual Sonepar only collects and processes the Personal Data necessary for the Purposes described in Appendix 11 to the Manual and provided directly by you or collected as part of your employment relationship with the Group The Personal Data collected and processed may include Your first and last names Date and place of birth Photo ID card and passport number if you are required to travel for work purposes Postal and email addresses Phone number Nationality Gender Age Signature Internal Group identification data PE number Tax data tax number tax status country of residence and where applicable withholding rate Family situation marital status matrimonial regime and number of children Bank details and CV Sonepar may also collect and process certain sensitive Personal Data as required or authorized under the applicable regulations such as the following data trade union membership in order to organize employee representative elections and or manage meetings of employee representative bodies disability in order to adapt your working conditions 6 FOR HOW LONG ARE YOUR PERSONAL DATA KEPT Your Personal Data are kept for the duration necessary for the Purpose for which they were collected or for the duration necessary for their Processing except where they must be kept for a longer period in accordance with applicable laws In general your Personal Data are kept for the duration of your employment contract Depending on the data concerned they may be kept for an additional period of between one 1 year for example evidence of your Compliance Programrelated trainings and five 5 years for example documents with respect to your employment contract to enable Sonepar to protect its interests and meet its legal obligations 7 HOW DOES SONEPAR ENSURE THE SECURITY OF YOUR PERSONAL DATA In accordance with applicable laws and regulations Sonepar has implemented reasonable technical for example firewalls and organizational for example username password system physical protection solutions measures to protect your Personal Data from destruction loss alteration disclosure or unauthorized access by a third party We require all service providers that process your Personal Data on our behalf to make contractual commitments to a similar or superior standard For internal use only 74

8 TO WHOM MIGHT SONEPAR DISCLOSE YOUR PERSONAL DATA Your Personal Data will only be used by and disclosed to persons who require access to those data for the Purposes described in this Policy or in order to perform their duties in all cases in accordance with applicable laws and regulations Sonepar may disclose some of your Personal Data to Processors or service providers acting on its behalf and in accordance with its instructions Other Sonepar Group companies which are generally subject to identical or equivalent data protection rules Commercial partners as part of contractual relationships Where your Personal Data are disclosed to Recipients not listed in Appendix 11 to the Manual you will be notified of the identity of the Recipient 9 WHERE MIGHT YOUR PERSONAL DATA BE TRANSFERRED As a result of the Sonepar Group s international footprint some of the Recipients who will have access to your Personal Data such as entities that belong to the Sonepar Group and or their business partners are based outside the European Union By clicking on the following link you can find a list of the entities that belong to the Sonepar Group and the countries in which they operate https www sonepar com find us country directory html Legal In this case we ensure before the transfer that the Recipient offers an adequate level of data protection for example based on an adequacy decision validated by the European Commission or on standard contractual clauses A buyer or partner in the event of a merger joint venture or disposal In certain specific cases we obtain your consent before the transfer We ensure that your Personal Data are only disclosed to third parties within an adequate contractual framework that guarantees the security and confidentiality of your data and compliance with the Purpose of the Processing operation Additional information on the terms and conditions of data transfers as well as a copy of the documents governing the relevant guarantees may be obtained by sending a request to the contact indicated in point 10 below What are your rights and administrative authorities when required by law or in connection with litigation or pre litigation procedures Information on the Recipients is provided by Processing operation in Appendix 11 to the Manual 75 For internal use only

10 WHAT ARE YOUR RIGHTS You are entitled to access and modify your Personal Data collected by Sonepar subject to the applicable legal provisions Your rights include Right of access you may obtain a copy of your Personal Data processed by Sonepar Right to rectification if you believe that your Personal Data are incorrect or incomplete you may request a rectification Right to erasure in certain cases provided for by law you may request that your Personal Data be erased in particular where the Processing operation is exceptionally based on your consent and you wish to withdraw that consent or where it appears that your Personal Data are no longer necessary in relation to the Purposes for which they were collected or processed However this right is not unconditional and Sonepar may have a legal basis or legitimate reason to keep your Personal Data Right to object in certain cases you may object to the Processing of your Personal Data on grounds relating to your personal situation However this right is not unconditional and Sonepar may reject your request for compelling legitimate reasons Right to restrict Processing you may also request that the Processing of your Personal Data be restricted suspended for example if i your Personal Data are incorrect ii you have exercised your right to object or iii the data are no longer needed for the Processing operation but are still required to establish exercise or defend your legal rights Right to data portability when this right applies you have the right to receive the Personal Data that you have provided or where technically feasible to transmit those data to a third party Right to give instructions regarding the use of your Personal Data after your death you have the right to give Sonepar instructions regarding the use of your Personal Data after your death Right to withdraw your consent if your consent is obtained prior to the collection of your Personal Data you have the right to withdraw that consent To exercise your rights please write to the following address groupcompliance sonepar com You may also file a complaint with the competent supervisory authority which in France is Commission nationale de l informatique et des libert s CNIL 3 Place de Fontenoy TSA 80715 75334 Paris CEDEX 07 For internal use only T l 01 53 73 22 22 76

11 WHAT ARE YOUR DUTIES AS ASSOCIATE DO s DON Ts Respect the privacy of your colleagues and business partners Disclose personal data to an unauthorized person or send sensitive documents without proper protection Properly collect store process and destroy personal data Only collect personal information needed for legitimate business purposes Take steps to keep the information secure and respect all security procedures from unauthorized access and use Immediately report any possible breach of data files Leave personal data in a printer or on a shared server Share logins and passwords with anyone Store or transfer professional documents using personal devices Use personal email or unapproved devices to conduct Sonepar business 12 LOCAL POLICIES This Policy applies to the Personal Data processed by Sonepar SAS and or Sonepar International SAS for the Purposes listed Appendix 11 to the Manual Local policies are also available for the Processing operations 77 For internal use only

POLICY 360 FACING DAWN RAIDS Scope Applicable to all Sonepar Group Sonepar associates Entry into force June 15 2020 Version 1 A Dawn Raid is an unannounced visit by law enforcement the antitrust authorities immigration or tax officers or other officials usually in the early morning to inspect premises and collect evidence 1 WHAT YOU NEED TO KNOW Although such an investigation is a serious matter being investigated does not imply guilt and it is not a foregone conclusion that unlawful conduct will be established Whilst it is unlawful to obstruct a Dawn Raid being prepared is essential However the authorities do need to follow certain procedures and are not entitled to go on a fishing expedition in the course of the raid This Policy while not being exhaustive aims to give a high level overview of the most important aspects to be remembered and basic guidance on how to react to a dawn raid 2 AN INVESTIGATION IS TAKING PLACE OR ABOUT TO TAKE PLACE WHAT DO I DO Take a note of their time of arrival Offer them refreshments and explain that you will call a senior manager Emphasize our intention to cooperate Ask to see the document setting out the subject matter and purpose of the investigation warrant and ask for proof of identity of the officials and evidence of authorization take a note of their names and if they accept copy their authorizations warrant and IDs Check the identity of the investigators against the names on the warrant if any Immediately notify the following people 2 1 When the investigators arrive Anyone for whom the officials ask by name The most senior manager at the premises Do not panic Greet the inspectors when they arrive and ask the receptionist to show the inspectors to a meeting room in which ideally no files are kept If they refuse do not force them For internal use only The Legal Risk and Compliance Network who will contact Sonepar s external lawyer and ask him or her to come right away 78

2 2 During the course of the investigation Instruct staff not to destroy conceal tamper with or delete any document or email which may be relevant to the matters under investigation even if they look bad for the company Explain that an inspection is taking place and ask that they continue with their work and remain calm and courteous Co operate with the inspectors do not be hostile or appear unhelpful or obstruct the investigation You normally have the right to legal representation and should exercise this right BEFORE answering any questions asked by the investigators Stay calm and courteous Be helpful noncompliance may be a crime but do not answer incriminating questions or volunteer information Do not provide information or documents that are not expressly requested Ask the external lawyer or legal counsel to clarify the objective and scope of the investigation to try and make sure that the investigators do not exceed their mandate Do not leave inspectors unsupervised alone in the meeting room or unescorted in the company s premises at any time during their visit investigation With the assistance of the external lawyer or legal counsel identify potentially privileged documentation and communications and do not disclose those without claiming privilege Do not engage in general conversation with the investigators If you do not know the answer just say so Do not sign anything at the investigator s request without first obtaining legal advice Make sure nobody interferes with any seals left by the investigators overnight e g cleaning personnel Make very visible signs to indicate that the door box or drawer should not be opened When leaving the premises after the raid photograph any sealed doors drawers boxes etc to document that the seals were left in place Keep a list of all documentation taken by the investigators Make copies of all documents taken by the inspectors one for the inspectors one for us Keep responses to all questions concise factual objective and accurate If necessary clarify vague and general questions 2 3 After the investigation Do not discuss the investigation with any external person or entity or other colleagues other than as directed by the Legal and Compliance Network Do not offer any opinions Make notes of all questions asked and the answers given during the investigation Do Keep records of everything that the inspectors do 79 For internal use only not communicate or engage with the media without specific written authorization Check the Group Approval Matrix

Olivier CATHERINE General Counsel Vanessa SANSEN VP Legal and Compliance Any doubt question or concern about this Manual Speak to your manager the General Counsel s Office groupcompliance sonepar com someone from the Legal Risk Compliance Network your HR Department or other Sonepar resources They will be able to assist you An updated contact list for Legal Risk Compliance Network is available on the Sonepar intranet Graphic design SONEPAR SAS 25 rue d Astorg 75008 Paris France Tel 33 0 1 58 44 13 13 www sonepar com livioadjovi com 33 6 98 39 75 41 Translations of this document may be subject to interpretation Only the English version is authoritative All appendices to the Manual are available on MySonepar All Rights Reserved June 2020 For internal use only 80