Policy approved by HMD CEO and Board of Directors

• Version: 2.0
• Effective Date: 28 September 2023
• Audience: All stakeholders
• Owner: CEO
• Approver: HMD Board
• Related Policies: All HMD Policies

1. Scope

In this document, HMD/our/we refers to HMD Global Oy (“HMD”) and all its affiliates. The Code of Conduct is global and covers all HMD Global Oy’s legal entities and applies to all employees’ and external persons working on our behalf. It is the employee’s responsibility to be aware of the content and any subsequent changes and be fully compliant with this Code of Conduct.

Moreover, HMD also expects our suppliers, partners, and other representatives to adhere to the same high standards of ethical behaviour and legal compliance when they are working on our behalf.

2. Ethics

HMD is strongly committed to conducting its activities in accordance with the highest standards of ethical conduct.

We are committed to full compliance with this Code of Conduct, the related policies and procedures, and all applicable national and international laws.

2.1. Improper Payments

We believe in fairness and honesty; we obtain and retain our business relationships with these principles firmly in mind.

We adhere to anti-corruption laws and we do not allow corrupt or inappropriate payments made by, or on behalf of, HMD to our customers, government officials or third parties. These improper payments can occur in many forms and include among other things; bribes, gifts, entertainment, gratuities, favors, donations or facilitation payments known as “grease” payments. We extend our understanding of improper payments to include any transfer of value that is not consistent with HMD policies, procedures or applicable laws. We require our sales representatives, distributors and other external partners adhere to our same standards. We extend the principles of our Business Ethics Policy to all actions taken on behalf of HMD by any party that could result in a breach of international standards and laws. Please refer to HMD

Anti-Corruption and Bribery and Gifts & Hospitality Policy for further information.

2.2. Conflict of Interest

HMD's good reputation is crucial to us and we avoid any activity at work or at home that could jeopardise it.

We avoid any activity that could lead to a conflict of interest or an appearance of impropriety. The resources and property of HMD are used exclusively for the benefit of HMD and the benefit of our stakeholders. Whenever conflicts arise that could be seen as impacting on our judgement, or that could lead to an appearance of impropriety, they must be reported, and guidance sought as to the correct procedure to follow.

All employees must inform HMD of potential conflict of interest if such an event occurs, and submit yearly declaration of potential conflict of interest.

2.3. Fair Competition

HMD adheres to marketplace regulations and anti-trust laws.

These laws protect the market from unethical agreements and collaborations among competitors or other business relationships which may affect competition. We expect any party conducting business with us or on our behalf to uphold these standards of fair business, advertising, and competition.

2.4. Privacy and Security

We are committed to respect privacy and to comply with applicable data protection and privacy laws.

Privacy and security are key considerations in the creation and delivery of our products and services. We enforce our internal policies and guidelines through an appropriate selection of activities, including proactive and reactive risk management, security and privacy engineering, training, and assessments. We take appropriate steps to address online security, physical security, risk of data loss and take into consideration the risk represented by the processing and the nature of the data being protected. Also, we limit access to our databases containing personal data to authorized persons having a justified need to access such information.

We have a shared responsibility of trust that is vital for HMD and our stakeholders. We must never transfer personal data without ensuring it is safe, responsible, and legal to do so. When required by relevant applicable law or contractual obligations we securely destroy any data that is no longer needed. We must ensure we follow the requests of our customers, data should never be created, stored, shared or accessed against their will. If we spot a breach or suspected breach of any aspect regarding privacy it should be reported immediately.

2.5. End user Privacy

We are committed to protecting our customers’ personal information and are responsible regarding any data that we collect, hold or use.

We have privacy management processes in place to measure and monitor our compliance to ensure we meet legal requirements, regulations, and our commitments. Our data collection is always conducted openly and with the consent of our customers whilst offering them a choice over its collection and usage. Our products are built with privacy and data security in mind, and we are committed to protecting them against unauthorised data collection and use. For further information about our stance on privacy, please refer to our Privacy Policy for products and services.

2.6. Intellectual Property and Confidential Information

HMD respects intellectual property rights and protects confidential information.

Whenever we have a need to transfer technology and know-how, we do so in a manner that respects the confidentiality of the data and ownership of intellectual property rights.

We have in place an ‘Incident Response Procedure’ (IRP) to manage breaches of confidential information. Please contact [email protected] or Speak Up – channel¹ to report any wrongdoing or suspected wrongdoing.

¹ Direct link to the Speak Up channel is: https://secure.ethicspoint.eu/domain/media/en/gui/104743/index.html

2.7. Dealing with Officials

It is essential that we conduct our business in an ethical way, always and everywhere we operate.

Our activities require us to engage with many international bodies, governments, and officials at all levels. These activities, wherever they may be, must adhere to our ethics as well as applicable international and local laws. We prohibit the use of “facilitating payments” which refers to small payments, usually made in cash, which are typically provided to a government official to speed up or guarantee a routine action that the official is already obligated to perform. Such payments are against the law (e.g. Foreign Corruption Prevention Act in the US and Bribery Act in the UK) and are strictly prohibited by HMD's policies. Please refer to HMD Anti-Bribery and Corruption Policy for further information, available at HMD Onboarding site.

In addition, when making charitable contributions, we ensure that these do not benefit the government officials or political parties. We not only expect this from ourselves but also of third parties who maybe acting on HMD ’s behalf. We never allow a third party to do something for us that we cannot ethically or legally do for ourselves. Employees are required to report all interactions (i.e. meetings, events and entertainment) with government officials to Legal Counsels in advance to [email protected], including those that are organized by any 3rd party.

2.8. Working with Partners

How we cooperate with our partners (suppliers, distributors, consultants etc.) has a direct impact on how our organisation is viewed. We expect professionalism and honesty from ourselves and our partners.

We look to build productive relationships with our suppliers, and we must aid them in achieving the high standards that we set ourselves. We expect a third party operating on our behalf to respect ethics and legal practices. We prohibit the creation of side agreements and ensure our contract documents reflect the totality of our agreements and they include all terms and concessions as agreed to by both HMD and our counterparties.

2.9. Trade Compliance

HMD is committed to comply with all applicable trade laws and regulations.

We operate on a global level and our goods and services may need to pass multiple borders on their way to our customers. This requires a detailed understanding of local export and import regulations, processes, and restrictions. Sanctions and export control regulations set restrictions on with whom we can directly or indirectly engage with and where and for what end use we can ship our products. We comply with trade compliance laws and regulations wherever we operate. Data referring to the value, origin and properties of our goods is declared in an accurate and transparent way to customs authorities.

2.10. Insider Trading

Material or non-public information about HMD and our partners is protected. We always follow our Business Ethics Policy on these matters. Any use, for example, aiding in the trading of shares or in sharing information that could give investors an inside view is against HMD’s policy, values, and the applicable law.

2.11. Controllership

We communicate openly and transparently with relevant external bodies.

We make and keep our books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of HMD. We execute the internal controls as defined in the Internal Controls Policy and related financial cycles. We conform to applicable laws and regulations wherever we operate, and we do not allow any falsification of records, misrepresentation of conditions, or practices throughout the supply chain.

3. Labour Practices

HMD is a culturally rich organisation that operates on a solid foundation of mutual respect in which employment, is always a choice.

In building our approach to labour practices, we have followed the guidance of the International Labour Organisation (ILO) an internationally recognised body that “promote rights at work, encourage decent employment opportunities, enhance social protection and strengthen dialogue on work-related issues.”. For industry specific guidance, we refer to the Responsible Business Alliance (RBA).

We are committed to adhere to employment and labour laws and regulations wherever we operate. These include minimum wage requirements, maximum working hours regulation, minimum rest day requirements, privacy, banning child labour, young worker protection, women’s rights, migrant worker’s rights, banning compulsory labour, regulation related to immigration, collective bargaining, freedom of association, anti-discrimination as well as further employment rules and regulations. Our Human Rights and Labour Policy contains in greater detail our approach, guidelines, procedures and standards that aid HMD's employment decision making.

3.1. Non-Discrimination

We employ, retain and promote possible candidates based on their qualifications, skills and competences only.

We do not consider a person’s race, sex, religion, marital status, pregnancy, nationality, ethnicity, disability, sexual orientation or any other characteristic that could leave a person feeling unfairly treated. To succeed we need a great team behind us; no one in this team should have to work in a hostile environment. We reject bullying or discrimination of any kind. Where necessary we provide our workers with adequate facilities for religious practice. Under no circumstances would our employees or potential employees be subjected to medical or pregnancy testing that could be used in a discriminatory way. We are committed to equal opportunities as well as the principle of equal pay for equal work. We expect the same from our contractors and suppliers.

3.2. Forced Labour and Recruitment Fees

Employment is a choice and should create value for the employee as well as the employer.

Our stance of being an employer of choice means that forced, bonded (including debt bondage) or indentured labour, involuntary prison labour, slavery or human trafficking is forbidden not only in our premises but in those of our suppliers. Our employees conduct their work voluntarily and they are free to leave or terminate their employment. Our workers are never required to surrender any government-issued identification, passports or work permits as a condition of employment nor should any employee be required to pay recruitment fees or related fees either to HMD or to an agent working on our behalf. As part of our hiring process, employees are provided with written employment agreements where applicable containing a clear description of the terms and conditions of their employment.

3.3. Child Labour Avoidance and Protection for Young Workers

We provide a supportive environment in which young professionals can learn and develop their skills.

No one under the working age, per local regulations, is employed by HMD and we pass this requirement on to our suppliers and other partners. Where local regulations are not in place, we follow the RBA guidance regarding the minimum working age. We believe that helping young workers develop their skills and gain valuable experience is important and such programs should always comply with laws and regulations. Young workers should be protected from dangerous work tasks and must not work nighttime hours. Wherever we operate we comply with local laws and regulations.

3.4. Working Hours and Wages

We believe that productivity is best created with healthy and meaningful work that is fairly paid.

Our employees are regularly, timely and in full compensated for their work in conjunction with all applicable wage laws, including those related to minimum wages, overtime hours and legally mandated benefits. We operate within the ILO guidelines on working hours where laws and regulations are insufficient. Our employees are regularly and timely provided with a salary statement that clearly indicates legitimate deductions.

Our employees are allowed breaks, holidays, and vacation days to which they are legally entitled, including time off when ill or for maternity or paternity leave.

We expect our contractors and suppliers to respect and follow local laws and regulations. Where local laws and/or enforcement is weaker than the RBA’s Code of Conduct, we expect our contractors and suppliers to follow the standards set by the RBA.

3.5. Freedom of Association and Right to Collective Bargaining

HMD supports its employees’ right to bargain collectively and ensure their rights are being met.

Our employees are free to associate with labour unions as they see fit. They are also free to use collective bargaining as a means for protecting their rights as our employees and we respect their rights to peaceful assembly or protest. Everyone at HMD should feel able to communicate honestly with management regarding their work and working conditions without fear of discrimination, harassment, intimidation, penalty or reprisal. Any form of intimidation, harassment, retaliation or violence against workers seeking to exercise their freedom of association and collective bargaining rights is strictly forbidden. Our suppliers shall follow this same stance and allow their workers to freely associate and give them the right to collective bargaining.

4. Human Rights

HMD wants to be a company that empowers people; a company that brings enjoyment and solutions to their everyday lives.

We stand firmly by The Universal Declaration of Human Rights (UDHR) and their work in protecting people’s rights. We do not tolerate, facilitate or contribute to any activity that could contribute to conflict or an abuse of human rights, and we do not tolerate nor contribute to threats, intimidation or attacks against human rights defenders in relation to our operations. Extra vigilance is essential in areas of the world where the laws or enforcement of them is weak to ensure we are still acting in line with our commitment to international standards such as the UDHR. Therefore, it is essential for us to strive for a transparent supply chain in which materials, goods and services are sourced responsibly and anyone associated with this activity is respected.

4.1. Responsible Sourcing of Minerals

HMD is committed to international and industrial provisions related minerals.

We follow the guidance of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas as well as the Conflict-Free Sourcing Initiative (CFSI). HMD does not work directly with smelters or refiners. We require our suppliers to trace the origins of all minerals included in our products, to ensure they are sourcing from sustainable and socially responsible sources only.

The term “conflict minerals” in HMD Conflict Mineral Policy refers to a group of minerals/metals often referred to as 3TGs which are; columbite-tantalite (coltan) (or its derivative tantalum), cassiterite (or its derivative tin), gold and wolframite (or its derivative tungsten) that are sourced from the Democratic Republic of the Congo (DRC) and neighboring countries. The mining of these metals which are needed in our products has the potential of funding conflicts and human rights violations. Therefore, we need to work collectively to ensure we are operating responsibly.

HMD is fully committed to avoiding the use of materials that directly or indirectly contribute to conflict or violation of human rights. We require our suppliers to report on where the 3TG metals in our products were sourced we also require that they commit to sourcing materials that did not directly or indirectly contribute to conflict, human rights violations or environmental degradation.

We work closely with our suppliers and will make our progress available to our partners with the aim of building awareness, transparency and capacity of conflict-free materials in our supply chain. We also look to review our approach regularly regarding our Conflict Mineral Policy to ensure we continue to operate in a sustainably, ethically, and socially responsible manner.

4.2. Modern Slavery

HMD is in full support of the UK Modern Slavery Act and agrees to publish a statement of our action plans, progress and challenges annually.

Modern Slavery is an umbrella term that includes; slavery, human trafficking, forced or compulsory labour and servitude. Modern slavery as a term refers to a situation where a person is coerced, deceived, taken unwillingly and/or indebted into a position where they feel trapped, held, compelled or forced to work. These actions are against our principles, illegal and immoral. The greatest challenge facing organisations, in all industries and in all areas of the world, is that these activities are often hidden or hard to spot. We are committed to report on our findings and we endeavour to tackle this issue transparently.

We believe that people should always be free to choose when, where and who they work for. We do not accept anyone who traps, compels or forces another person to work; on our behalf, or in our supply chain. This applies also for anyone who is aware of such behaviour and who does nothing to stop it. Please report any such abuse or suspicion of a possible abuse through any of our channels listed in the Reporting and Guidance section of this Code of Conduct.

5. Health and Safety

The health and safety of our employees, as well as their wellbeing, is something we value and look to protect.

We pursue a healthy and fair working environment that protects all our employees from harm. We have implemented the ISO45001 Occupation Health and Safety Management System, and received certification during Q2 2023 for it. Our approach to occupational health and safety is based on the recognised management system ISO45001 and ILO guidelines. We expect our contractors and suppliers to have similar practices in place. Please refer to HMD's Health and Safety Policy for further information.

6. Environmental Protection

HMD stands committed to environmental protection.

We manage our activities and our supply chain closely to ensure we meet the relevant legislation and international standards. We are committed to preventing and reducing the impacts of our business through open and ethical management practices. In those countries where environmental legislation is limited, not evident or lacking enforcement, we ensure responsible practices meet our own high standards.

We monitor the use of our resources and with effective operational and technical management, we look to reduce waste creation and limit our emissions to land, sea and air. We take the environment into account throughout the organisation. We look to monitor and improve our product development, production, transport, use and end of life planning (reduce, reuse, recycle and reclaim). We have received ISO14001 EMS Management System certification during the year 2020. A detailed breakdown of our commitment can be found in our Environmental Policy.

7. Management

The aspects contained in this Code of Conduct are essential to HMD’s ability to operate.

We have robust management systems and procedures in place to ensure we meet our high standards as well as comply with all relevant laws, regulations and customer requirements and expectations in every aspect of our operations, products, and services. In addition, we are duty bound to continually monitor and improve our performance as well as those of our partners. This duty is replicated throughout HMD and our Executive Officers ensure that we have sufficient management processes in place. Our Senior Management review and update these systems regularly to ensure we are compliant and constantly improving.

7.1. Training

Transferring the messages contained in this Code of Conduct throughout HMD is vital for obtaining a real impact on our organisation.

Our entire team is trained on our policies and procedures as well as all aspects referred to in our Code of Conduct. This Code of Conduct is a statement of our values and these values are imbedded into our business culture. In addition, our team is aware of the improvement objectives of our management system and well equipped to ensure we, at the very least, meet applicable legal and regulatory requirements.

7.2. Assessments and Corrective Actions

We believe in assisting our suppliers in meeting the high standards we set ourselves.

We monitor our activities as well as those of our suppliers. This is to ensure we conform to legal and regulatory requirements as well as the content of the Code of Conduct and our customers’ contractual requirements on ethical, environmental, and societal responsibility. If we uncover aspects that require corrective action, we ensure these actions are taken in a timely manner and these activities are monitored and reported following the correct procedure, ensuring regulatory compliance whilst protecting privacy.

7.3. Our Supply Chain

We are strongly committed to this Code of Conduct and we are just as strongly committed to ensuring that the values we adhere to make their way throughout our supply chain.

We enforce our requirements on our suppliers and we request they do the same to theirs. Looking forward, we ensure we set standards that meet the expectations of our customers and we remain committed to meeting their requirements and supplying them with reliable and detailed information as they require it. Only this way, together, can we ensure our supply chain meets the same high standards that we set ourselves.

8. Reporting & Guidance

Your understanding of our policies and this Code of Conduct is crucial; as is your right to voice your opinions, seek advice or report non-conformance.

There may be aspects of this code that do not cover each ethically or legally challenging decision you face. If ever you are in doubt about any aspect of this Code of Conduct, please seek advice through any of our channels listed in this document. You are obliged to report any suspected or actual violation of the Code of Conduct or to seek advice if there is even a potential of violation. HMD fully support acts of “Whistleblowing” as an essential action in the last line of assuring our compliance as an ethical and legally conforming business. HMD Ethics channel called Speak Up², is available from HMD Onboarding site and HMD internet pages. In addition, escalations of ethical concerns can be made directly to any member of Management, Compliance, Legal or HR.

² Direct link to the Speak Up channel is: https://secure.ethicspoint.eu/domain/media/en/gui/104743/index.html

8.1. Non-Retaliation

We promote a business culture in which our employees are comfortable in questioning behaviors they feel are not consistent with our Code of Conduct, without any fear of retaliation.

Trust is an essential aspect of our business. If we behave in a way that is damaging to that trust, we are going against our Code of Conduct, and all it stands for. Anyone found to retaliate or take adverse action against an employee or other person for raising in good faith a concern under the Code of Conduct shall be subject to discipline up to and including termination of their employment.

8.2. Confidential Reporting Channels

To maintain the trust and confidence of our employees we offer confidential reporting channels.

These channels ensure that we never put our employees in a position where they are uncomfortable reporting matters that are of importance to us. We extend this protection on to our supplier’s employees or anyone who reveals breaches of our Code of Conduct to us. In addition to approaching a member of HMD management, Legal Counsel, Compliance or Human Resources team you can also report anonymously via HMD Ethics channel called Speak Up³, which is available from HMD Onboarding site and HMD internet pages.

9. Consequences

We take this Code of Conduct seriously.

Acts inconsistent with this Code of Conduct must be promptly corrected and are subject to disciplinary action, including, when appropriate and in accordance with applicable law, the termination of employment. HMD will ensure that there will be no adverse work-related consequences for any employee making complaints of violations of this Code of Conduct.

10. Our Targets

Most of the targets are included in the other policy documents. This code of conduct policy is more of a collection of all the policies we have in place.