Supplier Code of Conduct

Xplore Inc. and its subsidiaries (“Xplore”) are committed to working with suppliers who continuously demonstrate a strong commitment to and compliance with labour, ethical, health and safety, and environmental principles. Xplore strives to maintain responsible sourcing practices and condemns any activities in its supply chain that lead to human rights abuses, or that create or support conflict.

This Supplier Code of Conduct (the “Code”) outline’s Xplore’s expectations respecting the sustainable sourcing practices of its suppliers. This Code is designed to promote safe and fair working conditions as well as the responsible management of social, ethical, and environmental issues within Xplore’s supply chain.

In addition, all of Xplore’s suppliers must comply fully with all applicable laws, rules, and regulations in the countries they operate in and in the jurisdictions applicable to them.

Xplore Inc. and its subsidiaries (“Xplore”) are committed to working with suppliers who continuously demonstrate a strong commitment to and compliance with labour, ethical, health and safety, and environmental principles. Xplore strives to maintain responsible sourcing practices and condemns any activities in its supply chain that lead to human rights abuses, or that create or support conflict.

This Supplier Code of Conduct (the “Code”) outline’s Xplore’s expectations respecting the sustainable sourcing practices of its suppliers. This Code is designed to promote safe and fair working conditions as well as the responsible management of social, ethical, and environmental issues within Xplore’s supply chain.

In addition, all of Xplore’s suppliers must comply fully with all applicable laws, rules, and regulations in the countries they operate in and in the jurisdictions applicable to them.

Our suppliers are expected to uphold the human rights of workers, and treat them with dignity and respect in compliance with internationally accepted laws and standards governing working conditions including the core conventions of the International Labour Organization (ILO) and regional or national legislation.

When evaluating a new supplier for a product, Xplore Inc. will perform a due diligence audit with respect to the supply chain of that product. Appendix A provides a nonexhaustive list of steps Xplore will take to ensure compliance with the labour and human rights principles outlined in this Code.

2.1 Freely Chosen Employment. Forced, bonded or indentured labour, involuntary or exploitative prison labour, slavery or trafficking of persons shall not be used. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting company-provided facilities. As part of the hiring process, workers must be provided with a written employment agreement in a language the worker can understand. All work shall be voluntary and workers shall be free to leave work at any time or terminate their employment. Employers and agents shall not hold or otherwise destroy, conceal, confiscate or deny access by employees to their identity or immigration documents, such as government-issued identification, passports or work permits.

2.2 Child Labour Avoidance. Child labour shall not be used in any stage of our supplier’s business operations. The term “child” refers to any person under the age of 15, or under the age of completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Workers under the age of 18 (Young Workers) shall not perform work that is likely to jeopardize their health or safety, including night shifts with consideration given to educational needs.

2.3 Working Hours. Employee workweeks must not exceed the maximum number of hours set by local law. Where there are no applicable laws in the jurisdiction in which they operate, our suppliers must refrain from requiring work in excess of 60 hours per week, including overtime, and except in emergency or unusual situations, no more than 6 consecutive days without a rest day away from work.

2.4 Wages and Benefits. Compensation paid to workers must comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Where no wage law exists, it is expected that workers will be paid at least the minimum local industry standard. Deductions from wages as a disciplinary measure shall not be permitted. The basis on which workers are being paid is to be provided in a timely manner via pay stub or similar documentation.

2.5 Humane Treatment. Employees must be provided with a workplace free from harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers, nor is there to be the threat of any such treatment.

2.6 Non-Discrimination. Suppliers must maintain a work environment, and recruitment practices (screening, hiring and retaining) free of harassment and discrimination and must not engage in discrimination based on race, national or ethnic origin, religion, age, sex, gender identity or expression, sexual orientation, marital status, family status, genetic characteristics, disability, or conviction for which a pardon has been granted or in respect of which a record suspension has been ordered.

2.7 Freedom of Association. Suppliers must respect the rights of workers to associate freely, join or not join labour unions, seek representation, and join workers’ councils in accordance with local laws. Workers and/or their representatives shall be able to communicate openly with management regarding working conditions and management practices without fear of reprisal, intimidation or harassment.

Should Xplore have reasonable grounds to believe that a company we are doing business with is not complying with the labour and human rights principles outlined in this code either within its own business or in its supply chain, Xplore has the right to engage a third party to conduct an assessment or audit of that company’s supply chain at that company’s expense.

3.1 Business Integrity. The highest standards of integrity are to be upheld in all business interactions. Any and all forms of corruption, extortion and embezzlement are strictly prohibited and may result in immediate termination and legal action.

3.2 No Improper Advantage. Bribes or other means of obtaining undue or improper advantage shall not to be offered, authorized, given or accepted. This prohibition covers offering, authorizing, giving or accepting anything of value in order to obtain or retain business.

3.3 Disclosure of Information. Suppliers must disclose information regarding business activities, structure, financial situation, privacy breaches and performance in accordance with applicable regulations and prevailing industry practices.

3.4 Intellectual Property. Intellectual property rights are to be respected; transfer of technology and know-how is to be done in a manner that protects intellectual property rights.

3.5 Fair Business, Anti-spam, Advertising and Competition. Suppliers must comply with any and all applicable legislation relating to fair business practices, antitrust standards, anti-spam, competition standards and advertising.

3.6 Protection of Identity. Suppliers shall maintain programs that ensure the protection of Supplier and employee whistleblower confidentiality.

3.7 Community Engagement. Suppliers are encouraged to engage and invest in the communities in which they live, work and serve to support social and economic development.

3.8 Accessibility. Suppliers are strongly encouraged to incorporate accessible design principles by avoiding and removing barriers that impede a person’s ability to use products or services or to enjoy a seamless user experience.

3.9 Protection of Data. Our suppliers must operate in accordance with the Personal Information Protection and Electronic Documents Act (Canada), Canada’s Anti-Spam Legislation and any other applicable regulations.

3.10 Conflict Minerals. Suppliers shall implement and maintain a policy to ensure any tantalum, tin, tungsten, gold, cobalt and/or other rare earth minerals in their products have not been sourced from any conflict zone.

Supplier shall have in place a management system to ensure (a) compliance with applicable laws and regulations in the jurisdiction in which they operate and customer requirements related to the supplier’s operations and products; (b) conformance with this Code; and (c) identification and mitigation of operational risks related to this Code.

The management system should include the elements outlined below.

4.1 Management Accountability and Responsibility. Clearly identified supplier representative(s) responsible for ensuring implementation of the management systems and associated programs.

4.2 Legal & Customer Requirements. A process to identify, monitor and understand all applicable laws and regulatory requirements in the jurisdiction in which they operate.

4.3 Risk Assessment and Management. A process to identify the environmental, health and safety and labour practice risks associated with the supplier’s operations. Determination of the relative significance for each risk and implementation of appropriate procedural and physical controls to ensure regulatory compliance to control the identified risks.

4.4 Communication and Training. A process for communicating clear and accurate information about the supplier’s policies, procedures and improvement objectives and train workers to adhere to applicable legal and regulatory requirements.

4.5 Corrective Action Processes. A process to ensure conformity to legal and regulatory requirements, the content of this Code and customer contractual and other requirements and a process for timely correction of identified deficiencies.

5.1 Occupational Safety. Exposure to potential health and safety hazards shall be controlled through proper design, engineering, and administrative controls, preventative maintenance and safe work procedures. Where hazards cannot be controlled by these means, workers at the are to be provided with appropriate and well-maintained personal protective equipment.

6.1 Emergency situations including but not limited to, the structural integrity, of the supplier’s facilities, fire risk, flooding risk, power supply continuity risk and other risks which could reasonably be expected, are to be identified and assessed, and their impacts minimized through the implementation of emergency plans and reasonable procedures including: emergency reporting, employee notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans.

7.1 Suppliers must ensure worker exposure to chemical, biological and physical agents will be identified, evaluated, and controlled. If hazards cannot be adequately controlled by proper design, engineering and administrative controls, workers must be provided with appropriate personal protective equipment.

8.1 Workers exposure to physically demanding tasks, including manual material handling and heavy lifting, prolonged standing and highly repetitive or forceful assembly tasks are to be identified, evaluated, and controlled.

9.1 Physical guards, interlocks and barriers are to be provided and properly maintained where machinery presents an injury hazard to workers.

10.1 Suppliers shall require employees to report to work such that their ability to work safely is not impaired by any negative effects resulting from the use of alcohol, drugs, medications or any other substances that cause impairment.

11.1 Pollution Prevention & Resource Reduction. Waste of all types, including emissions and discharges of pollutants are to be minimized or eliminated at the source or by practices including pollution control, modifying production, maintenance and facility processes. The use of natural resources such as water, fossil fuels and minerals are to be minimized by practices including mineral substitution, conservation, recycling and re-using materials.

11.2 Hazardous Substances. Chemicals and other materials posing a hazard to humans or the environment will be identified and managed to ensure their safe handling, movement, storage, use, recycling or reuse and disposal and in accordance with local, provincial and/or federal regulations.

11.3 Waste and Water Management. Suppliers are expected to implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle waste of all types. Suppliers must implement a water management program that documents, characterizes, and monitors water sources, use and discharge and seeks opportunities to conserve water.

11.4 Air Emissions. Air emissions of volatile organic chemicals, aerosols, corrosives, particulars, ozone depleting chemicals and combustion by-products generated from operations will be characterized, regularly monitored, controlled and treated as required prior to discharge and in accordance with local, provincial and/or federal regulations.

11.5 Energy Consumption and Greenhouse Gas (GHG) Emissions. Suppliers are encouraged to monitor, report, and set their own targets to reduce GHG emissions and energy consumption from their operations.

• Xplore website: https://www.xplore.ca
• Xplore procurement: [email protected]
• To report concerns or misconduct relating to this Code: [email protected]

Labour and Human Rights Due Diligence for Suppliers

Before entering into a contract with Xplore, suppliers will be required to provide the following information:

• The country of origin and manufacturer (if different from the supplier) of any goods being supplied to Xplore;
• The country of origin and manufacturer of the components of goods being supplied to Xplore, if available;
• The supplier’s internal policies and procedures of suppliers respecting adherence to labour and human rights policies;
• The results of any supply chain mapping activities that the supplier has performed with respect to the goods being supplied; and,
• Confirmation whether the supplier is a signatory to any international agreements relating to labour rights and supplier ethics.

Please note that Xplore will conduct its own assessment of forced and child labour risks with respect to the supplier’s supply chains and the goods being sold, including but not limited to assessing whether the goods are listed on the U.S. Department of Labor’s List of Goods Produced by Child Labor or Forced Labor.