Code of Conduct

1. Introduction and Purpose

At ProPharma, we are committed to conducting our business with integrity, transparency, and respect for people and the planet. Our Supplier Code of Conduct ("Code") sets forth the minimum standards and expectations we have for all organizations that provide goods or services to ProPharma or its affiliates.

We view our Suppliers (hereinafter defined) as partners in upholding ethical business practices and sustainability. This Code is guided by internationally recognized frameworks, including the UN Universal Declaration of Human Rights, the International Labour Organization (ILO) Standards, the UN Global Compact, and ISO standards.

By doing business with ProPharma, your organization acknowledges and agrees to comply with the expectations set forth in this Code. If you are unable to meet any of these standards, you are expected to proactively notify ProPharma and work in good faith toward a resolution.

2. Scope and Applicability

This Code applies to all Suppliers, vendors, contractors, consultants, and service providers (collectively, "Suppliers") who conduct business with ProPharma, regardless of location or service type. This includes Suppliers' parent companies, subsidiaries, affiliates, and subcontractors.

3. Legal

Legal Compliance

Suppliers are required to comply fully with all applicable laws, regulations, and industry standards in every jurisdiction where they operate. This obligation encompasses, but is not limited to, statutes governing ethical business conduct, product and service quality, labor and employment practices, and health, safety, and environmental protection. Compliance must be proactive and continuous, ensuring that operations reflect both the letter and spirit of the law.

Anti-Bribery and Anti-Corruption

Suppliers are expected to maintain the highest standards of integrity and shall not, under any circumstances, engage in bribery, corruption, extortion, embezzlement, or any other form of unlawful or unethical conduct. This includes refraining from offering, soliciting, or accepting bribes, kickbacks, or any improper inducements in business or governmental dealings. Suppliers are expected to comply with all applicable anti-corruption and anti-bribery laws globally, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. Any attempt to influence decisions through illicit payments or favors is strictly prohibited.

Conflict of Interest

Suppliers are expected to actively identify, avoid, and manage any actual or potential conflicts of interest that could compromise objectivity or fairness in business dealings. If such a conflict arises, Suppliers are obligated to disclose it promptly to all affected parties and implement appropriate measures to mitigate its impact. Transparency and accountability are essential to maintaining trust and ethical standards.

Fair Business Practices

Suppliers are expected to uphold principles of fairness, honesty, and integrity in all commercial activities, including marketing, sales, and advertising. Business must be conducted in strict compliance with applicable fair-competition and antitrust laws, ensuring that practices do not distort markets or harm consumers. Misleading claims, collusion, or any form of anti-competitive behavior is unacceptable.

Information Disclosure

Suppliers are expected to maintain accurate, complete, and timely records of all business activities, financial transactions, and performance metrics. Disclosure of such information should comply with all relevant legal, regulatory, and fiscal requirements. Financial books and records must adhere to accepted accounting standards and reflect true and fair values. Under no circumstances should Suppliers engage in tax evasion or facilitate such conduct.

Information Security

Suppliers are required to implement robust cybersecurity measures, including comprehensive policies, procedures, and technical safeguards to protect information systems from unauthorized access, breaches, or other security threats. These measures should be regularly reviewed and updated to address evolving risks. In the event of a cybersecurity incident, Suppliers must immediately notify ProPharma, take all reasonable steps to contain and remediate the issue, and provide timely and transparent communication regarding the nature and scope of the incident.

4. Ethic

Privacy and Intellectual Property

Suppliers are required to fully comply with all applicable privacy and data protection laws and regulations in every jurisdiction where they operate. This includes safeguarding the privacy rights of individuals such as workers, patients, healthcare professionals, and any other data subjects whose personal information is processed on behalf of ProPharma. All personal data must be handled responsibly, ensuring confidentiality, integrity, and lawful use at all times.

In addition, Suppliers are expected to rigorously protect ProPharma's and its customers' confidential and proprietary information. Such information must be secured against inadvertent disclosure, unauthorized access, or misuse and should only be utilized for the specific purpose for which it was originally collected and never for the Supplier's own benefit or for any third party. Intellectual property rights must be respected without exception. Any communication or sharing of ProPharma or customer confidential information with external parties – including product-related communications –requires prior written authorization from ProPharma.

Animal Welfare

Where relevant to their operations, Suppliers are expected to uphold the highest standards of humane treatment for animals. This includes minimizing pain, distress, and suffering throughout all processes. Animal testing should be avoided whenever scientifically valid alternatives exist, and Suppliers should actively seek and implement such alternatives to reduce reliance on animal testing wherever possible.

Gifts and Entertainment

Suppliers are expected to adhere strictly to ProPharma's policies governing gifts, entertainment, and potential conflicts of interest. Any interaction with ProPharma representatives should be conducted with transparency and integrity, avoiding situations that could create even the appearance of undue influence or impropriety.

Trade Compliance

Suppliers are obligated to comply with all applicable trade laws and regulations, including but not limited to import and export control laws, anti-boycott provisions, sanctions, and embargoes. Under no circumstances should Suppliers transfer or convey items, goods, services, code, technology, software, intellectual property, or technical data that are subject to export control or sanctions restrictions without obtaining the necessary permits, licenses, or authorizations.

Furthermore, Suppliers are expected to ensure that the provision of any products or services to ProPharma does not involve sanctioned or legally denied parties, nor should it place ProPharma at risk of violating export control or sanctions laws. Suppliers are also responsible for providing all relevant trade identifiers for such items, goods, or services, including any applicable regulatory codes.

5. Human Rights

Anti-Discrimination and Fair Treatment

ProPharma requires all Suppliers to maintain a workplace that is free from any form of discrimination, harassment, or intimidation. This includes ensuring that employment decisions such as hiring, promotion, compensation, and termination, are based solely on merit and qualifications, without regard to race, color, gender, sexual orientation, religion, age, disability, or any other protected characteristic under applicable law. Suppliers are expected to also prohibit and actively prevent inhumane treatment of workers, including sexual harassment, unlawful harassment of any kind, verbal abuse, psychological coercion, or corporal punishment. A respectful and dignified work environment is a fundamental expectation.

Wages, Benefits, and Working Hours

Suppliers shall comply fully with all applicable wage and hour laws, including those governing minimum wages, overtime pay, and legally mandated benefits. Compensation is expected to be paid accurately, transparently, and on time, with clear communication to workers regarding the basis of their pay and any deductions. Working hours should not exceed the maximum limits established by local laws or international labor standards. Suppliers should also strive to provide reasonable rest periods and promote work-life balance as part of their commitment to employee well-being.

Freely Chosen Employment

Under no circumstances shall Suppliers engage in or tolerate any form of forced, bonded, or compulsory labor. This includes practices such as involuntary prison labor, debt bondage, or trafficking of persons. Employment must be freely chosen, and workers should have the right to terminate their employment without penalty, subject to reasonable notice as permitted by law.

Sustainable Sourcing and Conflict Minerals

ProPharma expects Suppliers to implement robust due diligence processes to ensure that all materials are sourced responsibly and ethically. Suppliers are expected to verify that products delivered to ProPharma do not contain minerals or raw materials originating from certain high-risk regions of the world that contribute to human rights violations or armed conflict. Compliance with recognized industry frameworks, including (for illustration purposes) the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the EU Conflict Minerals Regulation is mandatory. Suppliers should maintain documentation and monitoring systems to demonstrate adherence to these standards.

Underage Labor

The use of child labor is strictly prohibited. Suppliers must ensure that no individual below the age of majority, based on applicable law, is employed in hazardous work. Young workers may only be engaged if they meet both of the following criteria: they are above the minimum legal age for employment in the country of operation; and they have completed compulsory education, or the age requirement for education completion is met; whichever is higher. Suppliers should also implement programs to protect young workers and promote educational opportunities.

Freedom of Association

Suppliers are expected to respect and uphold workers' rights to freedom of association, including the right to join labor unions, participate in works councils, and engage in collective bargaining, in accordance with local laws. Retaliation or adverse action against employees for exercising these rights or serving as worker representatives is strictly prohibited. Open dialogue between management and employees should be encouraged to foster a collaborative and transparent workplace culture.

Diversity, Inclusion, and Belonging

ProPharma is committed to cultivating an environment where diversity of thought and experience drives innovation and positive impact. We expect our Suppliers to embrace similar principles by: Advocating for diversity, inclusion, and belonging within their own organizations; Promoting diversity among their supplier networks, including ownership, leadership, and workforce composition; Supporting legitimate business opportunities for diverse providers and entrepreneurs; and Measuring and benchmarking progress through recognized standards or external accreditation programs. By aligning with these principles, Suppliers contribute to a global supply chain that respects human rights, fosters equality, and advances sustainable business practices.

6. Environmental

Conservation of Natural Resources

ProPharma expects all Suppliers to actively conserve natural resources, including water, energy, and raw materials, throughout their operations. This commitment should extend beyond compliance to include proactive strategies that minimize environmental impact. Suppliers should continuously seek opportunities to reduce carbon intensity across their operations and supply chains. The adoption of renewable energy sources, such as solar or wind power, is strongly encouraged. Additionally, Suppliers should innovate and develop climate-friendly products and processes that reduce power consumption and greenhouse gas emissions where able, thereby contributing to global sustainability goals.

Pollution Prevention and Waste Reduction

Suppliers are expected to implement comprehensive measures to reduce or eliminate solid and hazardous waste, wastewater, and air emissions wherever applicable. This includes integrating best practices for conservation into production and facility operations. Recycling and reuse programs should be prioritized to minimize landfill contributions and promote circular economy principles. Suppliers should also explore advanced technologies and process improvements that enhance resource efficiency and reduce environmental footprint.

Waste Management Systems

Effective waste management is critical to environmental responsibility. Suppliers are required to establish robust systems for the safe handling, movement, storage, recycling, and disposal of waste materials, including air emissions and wastewater discharges. These systems should also address product end-of-life considerations to ensure sustainable disposal or recovery. Where possible, packaging materials should incorporate recycled content and be designed for recyclability, reducing overall environmental impact.

Risk Management and Spill Prevention

Suppliers are expected to maintain preventive systems and emergency response protocols to mitigate accidental spills, leaks, or releases into the environment. These measures should include regular risk assessments, employee training, and contingency planning to ensure rapid and effective response to environmental incidents.

Environmental Permits and Compliance

Suppliers are responsible for obtaining, maintaining, and keeping current all required environmental permits, licenses, and registrations. Compliance with all operational and reporting requirements associated with these permits is mandatory. Suppliers should maintain accurate records and demonstrate transparency in their environmental compliance practices.

Carbon Reduction and Climate Reporting

ProPharma strongly encourages Suppliers to implement measures aimed at reducing greenhouse gas emissions. Suppliers should seek to establish and publish science-based emission reduction targets, ideally validated by independent organizations such as the Science Based Targets initiative (SBTi). Membership in recognized sustainability platforms such as CDP (formerly Carbon Disclosure Project) and EcoVadis is encouraged These actions demonstrate accountability and commitment to global climate objectives.

Collaboration and ESG Transparency

Suppliers should actively participate in the ProPharma Supplier Network, sharing progress and achievements related to Environmental, Social, and Governance (ESG) initiatives if and when requested. Transparent communication of sustainability performance, whether directly or through recognized reporting frameworks, is essential for building trust and advancing collective environmental goals.

7. Health and Safety

Worker Protection

ProPharma requires all Suppliers to maintain a safe and healthy work environment that actively protects employees from chemical, biological, and physical hazards. This obligation includes implementing robust engineering controls, administrative procedures, and protective measures designed to mitigate health and safety risks. Where feasible, Suppliers should install ventilation systems and other environmental controls to reduce exposure to harmful substances. Personal protective equipment (PPE) should be provided to workers at no cost, and Suppliers should ensure that employees receive comprehensive training on its proper use. Safety information related to hazardous materials should be readily available and communicated in a language that workers can easily understand, ensuring clarity and accessibility for all personnel.

Safety Procedures and Incident Management

Suppliers are expected to establish and maintain formal procedures and systems for managing, tracking, and reporting occupational injuries and illnesses. These systems should encourage transparent worker reporting without fear of retaliation and include mechanisms for prompt investigation and corrective action to prevent recurrence. Necessary medical treatment for work-related injuries or illnesses should be provided free of charge to the affected worker. Suppliers are expected to foster a culture of safety where employees feel empowered to raise concerns without risk of discipline, discrimination, or adverse consequences.

Emergency Prevention, Preparedness, and Response

Suppliers are expected to proactively identify and assess potential emergency scenarios within their operations, including fires, chemical spills, natural disasters, and other workplace hazards. Comprehensive emergency plans should be developed and implemented to minimize impact and ensure rapid response. These plans should include regular worker training and emergency drills, adequate first-aid supplies, and the installation of appropriate fire detection and suppression systems. Facilities should maintain clearly marked and unobstructed exits to enable safe evacuation during emergencies. Suppliers should periodically review and update emergency preparedness measures to align with best practices and evolving regulatory requirements.

8. Management Systems

Commitment and Continuous Improvement

ProPharma expects all Suppliers to demonstrate a clear and unwavering commitment to the principles outlined in this Code. Suppliers should embrace a culture of continuous improvement by setting measurable sustainability objectives, developing actionable implementation plans, and monitoring progress against established benchmarks. Regular reviews and updates to these objectives are essential to maintain alignment with evolving global standards and stakeholder expectations.

Risk Identification and Mitigation

Suppliers are expected to implement comprehensive risk management systems to identify, assess, and mitigate potential risks related to legal compliance, ethical conduct, environmental stewardship, and social responsibility. These systems should include proactive measures to address emerging risks and ensure resilience. A robust business continuity plan and disaster recovery strategy are mandatory to safeguard operations and minimize disruption in the event of unforeseen incidents, such as natural disasters, cyberattacks, or supply chain interruptions.

Audits, Assessments, and Corrective Action

To ensure compliance and accountability, Suppliers are encouraged to conduct periodic self-evaluations and internal audits. These assessments should verify adherence to applicable laws, regulations, and the principles set forth in this Code. Suppliers should also maintain a structured process for timely corrective action to address any deficiencies identified during internal reviews or external audits, inspections, or assessments. Continuous monitoring and improvement should be embedded into operational practices to prevent recurrence of non-compliance issues.

Management Reporting and Documentation

Suppliers are expected to create and maintain comprehensive documentation that demonstrates compliance with all relevant legal requirements and the standards outlined in this Code. Reporting should be made available if and when requested.

Supply Chain Responsibility

Suppliers are expected to cascade the principles of this Code throughout their supply chain. This includes communicating expectations clearly to subcontractors and vendors and periodically evaluating their compliance with applicable laws and ProPharma's standards. Suppliers should implement monitoring mechanisms and corrective action processes to ensure alignment across all tiers of their supply network.

Training and Communication

Suppliers should have established robust training programs to ensure that all employees understand and adhere to the principles outlined in this Code. Training should be conducted regularly and tailored to the roles and responsibilities of workers. Additionally, Suppliers are encouraged to publicly communicate accurate and transparent information regarding their corporate responsibility practices, sustainability performance, and progress toward compliance objectives. This fosters trust and demonstrates accountability to stakeholders.

Compliance Reporting

Suppliers should maintain mechanisms for reporting suspected compliance or ethics violations related to services provided to ProPharma. Reports should be handled confidentially and investigated promptly, with appropriate corrective actions taken to address substantiated concerns. ProPharma expects Suppliers to uphold the highest standards of integrity and transparency in all reporting activities.

9. Acceptance and Ongoing Compliance

By engaging in business with ProPharma, the Supplier acknowledges and agrees to comply with the expectations outlined in this Code. Unless otherwise agreed in writing, this Code applies automatically and does not require a signature.

Suppliers are expected to communicate similar expectations to their own suppliers and subcontractors and to inform ProPharma promptly of any significant changes or non-compliance that may impact our business.

Thank you for supporting ProPharma's commitment to ethical, responsible, and sustainable business.