1.Introduction

This Code of Conduct and Business Ethics, adopted by the Board of Directors of Spectrumlabs S.A., sets out the business practices that guide the decision-making and activities of the laboratory. The document applies to all employees, as well as to all parties associated with the Company’s business activities (subcontractors, suppliers, and partners).

The Code constitutes an extension and an integral supplement to the policies, procedures, and commitments of Spectrumlabs S.A., contributing to a better understanding of the requirements arising from them, the manner in which they are implemented in daily work, and effective compliance with them.

The purpose of the Code of Conduct is to define the fundamental values, objectives, principles, and practices governing the Company’s operations. At the same time, it promotes integrity, honesty, and ethical conduct, compliance with applicable legal and regulatory requirements, as well as with environmental management, quality, occupational health, and safety standards.

In addition, it focuses on the prevention and management of conflicts of interest, the safeguarding of confidentiality and privacy, respect for human rights, the responsible use of Company resources, and the protection of information systems through appropriate cybersecurity practices. Finally, it establishes the obligation to immediately report any actual or potential violation of the principles described in this Code.

The Company is committed to maintaining employment relationships based on trust, mutual respect, and professional integrity. These principles govern the relationships between management, supervisors, and employees, with all parties sharing responsibility for promoting open, honest, and constructive communication.

All employees are expected to be aware of, understand, and comply with the principles described in this Code. Spectrumlabs S.A. is committed to taking all necessary measures to address any violations and to ensure continuous compliance with its values and principles.

Violation of the provisions of this Code may result in disciplinary measures, including suspension or termination of employment, in accordance with applicable legislation and the Company’s internal procedures.

2.Compliance with Laws, Rules and Regulations

Spectrumlabs S.A. is committed to conducting its business in full compliance with all applicable laws, regulations, permits, accreditation requirements, contractual obligations, and internal company policies and procedures.

All employees, contractors, and business partners are required to understand and comply with the legal, regulatory, ethical, and professional requirements relevant to their activities and responsibilities. The Company strictly prohibits any conduct that violates applicable laws, regulations, accreditation requirements, or the principles set forth in this Code.

Employees are expected to act responsibly and seek guidance whenever they are uncertain about the legality, appropriateness, or ethical implications of a particular action, decision, or situation. Any concerns regarding potential non-compliance should be promptly raised with the General Manager or the appropriate member of Management.

Failure to comply with legal, regulatory, accreditation, contractual, or company requirements may expose both the individual and the Company to significant risks and may result in disciplinary action, termination of employment or cooperation, and, where applicable, civil, administrative, or criminal proceedings.

3.Environmental Compliance

The Company is fully committed to environmental protection. Spectrumlabs S.A. ensures compliance with all relevant laws, rules, and regulations pertaining to environmental protection. Additionally, the company integrates the ISO 14001 Environmental Management System into its operations and upholds an Environmental Policy that aligns comprehensively with applicable laws and regulations.

All employees are expected to be knowledgeable about and adhere strictly to environmental laws, rules, and regulations. Furthermore, adherence to the Company’s Environmental Policy is mandatory for all employees.

Spectrumlabs S.A. maintains a zero-tolerance towards any violation of environmental rules, regulations, or laws.

4.Health and Safety

Spectrumlabs S.A. recognizes its employees as its most valuable asset, prioritizing their health and safety as crucial to fulfilling Company’s mission. Therefore, Spectrumlabs S.A. adheres to all applicable laws, rules, and regulations concerning workplace safety and health. Additionally, the company implements the ISO 45001 Occupational Health and Safety Management System throughout its operations in accordance with the standard’s requirements, and is committed to upholding its Occupational Health and Safety Policy.

It is expected that all employees comply fully with Occupational health and safety policy. It is essential for all employees to familiarize themselves with and adhere strictly to safety and health rules, regulations, laws and practices. If any employee identifies unsafe or hazardous conditions or materials, injuries and accidents, or unsafe practices within the work environment, it is their responsibility to promptly report these concerns to their manager.

Furthermore, reporting for work or performing work duties while under the influence of illegal drugs, other psychoactive or addictive substances, or alcohol is strictly prohibited.

The Company maintains a zero-tolerance policy toward acts of violence, threatening behavior, and physical intimidation in the workplace. Such conduct is strictly prohibited and will not be tolerated under any circumstances.

5.Harassment, Discrimination and Respect for Human Rights

Spectrumlabs S.A. expressly and unequivocally declares that any form of workplace violence, harassment, or bullying is strictly prohibited. The Company is committed to taking prompt, effective, and decisive measures to prevent, investigate, and address such incidents, with the aim of ensuring a safe, healthy, and respectful working environment for all employees.

Any form of violence, abusive conduct, psychological, verbal, or physical abuse, bullying, or harassment, including sexual harassment, will not be tolerated under any circumstances. Spectrumlabs S.A. fully complies with applicable laws and regulatory requirements concerning the prevention and management of workplace violence and harassment.

Any employee who witnesses, experiences, or becomes the target of such behavior is required to report the incident without undue delay to the designated three-member committee or through the Company’s established reporting channels.

Spectrumlabs S.A. is committed to investigating all reports impartially, discreetly, and confidentially, taking all necessary corrective or disciplinary actions where appropriate. In addition, the Company ensures the protection of victims, witnesses, and individuals who report concerns in good faith from any form of retaliation, reprisal, intimidation, or adverse treatment.

Spectrumlabs S.A. recognizes and values the diversity of its workforce and is committed to fostering an inclusive working environment based on the principles of equality, meritocracy, mutual respect, and inclusion. In support of this commitment, the Company implements a Gender Equality Policy, promoting equal treatment, fairness, and equal opportunities for all, regardless of gender or any other legally protected characteristic.

Employment-related decisions, including compensation, benefits, training and professional development opportunities, work assignments, promotions, career advancement, termination of employment, and retirement, are made solely on the basis of objective and job-related criteria, such as qualifications, skills, performance, experience, and professional conduct.

The Company strictly prohibits any form of discrimination, harassment, or unequal treatment based on any characteristic protected under applicable law, including, but not limited to, race, color, religion, national or social origin, gender, gender identity or expression, sexual orientation, age, disability, marital status, or any other legally protected characteristic.

Reports or complaints relating to discrimination, harassment, bullying, or any other form of inappropriate behavior are investigated promptly, objectively, and with strict confidentiality. All employees share responsibility for maintaining a workplace characterized by respect, dignity, and professionalism by reporting conduct that may violate these principles.

Spectrumlabs S.A. maintains a zero-tolerance policy toward child labor, forced or compulsory labor, and any other form of human exploitation or violation of fundamental human rights. The Company respects and supports internationally recognized human rights and is committed to operating in accordance with the principles of human dignity, freedom, equality, and respect for every individual.

Compliance with the above principles is a fundamental obligation of all employees, managers, and business partners of the Company and constitutes a core element of the corporate culture and values of Spectrumlabs S.A.

6.Quality, Impartiality and Accreditation Commitment

Spectrumlabs is committed to maintaining and continually improving the effectiveness of its management systems and ensuring compliance with the requirements of applicable standards, accreditation bodies, regulatory authorities, and customer commitments.

The Company is committed to conducting all laboratory, inspection, sampling, calibration, and related activities in a manner that ensures technical competence, impartiality, independence, objectivity, confidentiality, and reliability.

All employees are responsible for understanding and adhering to the policies, procedures, test methods, work instructions, and ethical principles applicable to their roles.

Employees shall not undertake any activity, accept any influence, or engage in any relationship that could compromise, or be perceived to compromise, the impartiality, independence, integrity, or credibility of the Company’s services and results.

Any actual, potential, or perceived threat to impartiality, quality, accreditation status, or compliance obligations shall be reported promptly to Management.

Management is responsible for identifying, evaluating, eliminating, or minimizing risks that could affect impartiality, quality, technical validity, accreditation, or regulatory compliance.

Spectrumlabs is committed to supporting a culture of quality, ethical conduct, accountability, continuous improvement, and compliance with the requirements of ISO/IEC 17025, ISO 9001, ISO 14001, ISO 45001, and any other applicable standards, regulatory requirements, and contractual obligations.

Failure to comply with these principles may jeopardize the Company’s reputation, accreditation, certifications, and ability to provide trusted and reliable services and may result in disciplinary action.

7.Laboratory Integrity and Impartiality

Spectrumlabs is committed to maintaining the highest standards of scientific integrity, technical competence, impartiality, and professional conduct in all laboratory activities.

Employees shall:

• Perform all testing, calibration, sampling, inspection, and reporting activities honestly, objectively, and independently.
• Ensure that results accurately reflect the data obtained and are never altered, manipulated, suppressed, delayed, or misrepresented.
• Report errors, deviations, nonconformities, or circumstances that may affect the validity of results.
• Avoid any activity that could compromise or appear to compromise the impartiality, independence, or credibility of the laboratory.
• Disclose any personal, financial, commercial, or other interests that may create a real or perceived conflict of interest.

Management shall identify, eliminate, or minimize risks to impartiality and ensure compliance with ISO/IEC 17025 requirements.

8.Anti-Bribery and Anti-Corruption

Spectrumlabs S.A. is committed to strict compliance with all applicable anti-bribery and anti-corruption laws and regulations and to maintaining the highest standards of ethical conduct in all business activities.

Corruption may take various forms depending on the circumstances and the position of the individuals involved. Examples include, but are not limited to:

Bribery: the offering, promising, giving, requesting, or accepting of money, gifts, favors, or any other benefit intended to improperly influence decisions, actions, or business outcomes.

Bribery may take the following forms:

• Active Bribery: the offering, promising, or giving of money, gifts, or other benefits to a person with the intention of improperly influencing that person’s judgment, decision, or actions for the benefit of the offering party.

Example: A supplier offers a financial incentive to an employee in order to secure a business contract.

• Passive Bribery: the requesting, accepting, or receiving of money, gifts, or other benefits by a person in exchange for influencing decisions or actions in the performance of his or her duties. Example: An employee requests compensation in return for approving a business relationship or transaction.

Additional forms of corruption include:

• Extortion or Coercion: demanding benefits, payments, or other advantages through pressure, threats, or intimidation in exchange for decisions, approvals, or services.
• Favoritism, Nepotism, and Clientelism: granting preferential treatment to relatives, friends, associates, or specific groups rather than making decisions based on objective, transparent, and merit-based criteria.
• Abuse of Position or Authority: using a professional position, authority, or influence for personal gain or for the benefit of third parties at the expense of the Company or the public interest.
• Embezzlement or Misappropriation of Resources: the unlawful or improper use of funds, assets, confidential information, or other Company resources for personal benefit or unauthorized purposes.

The Company maintains a zero-tolerance policy toward all forms of bribery and corruption and is committed to conducting its business with integrity, transparency, fairness, and professionalism.

All employees are required to comply fully with applicable laws, regulations, and Company policies and to act honestly, ethically, and responsibly in all business dealings.

Any employee who becomes aware of, suspects, or is involved in any act of bribery, corruption, or other unethical conduct must promptly report the matter through the Company’s designated reporting channels or directly to the General Manager, in accordance with the Company’s established reporting procedures.

9.Conflict of Interest

The concept of a conflict of interest extends to employees’ personal interests that may affect their professional responsibilities and decision-making, whether such interests arise from activities within or outside the Company. Employees are expected to exercise sound professional judgment and act consistently in the best interests of Spectrumlabs S.A., avoiding any action, relationship, or situation that could create an actual, potential, or perceived conflict of interest.  

The provision of consulting services or participation in activities that could compromise the Company’s reputation, independence, impartiality, or legitimate business interests is strictly prohibited.

A conflict of interest arises when an employee’s personal interests, relationships, or affiliations, including family, friendships, financial interests, or social connections, could compromise or appear to compromise the employee’s objectivity, professional judgment, decisions, or actions in the workplace.

Employees are required to promptly disclose any actual, potential, or perceived conflict of interest to the General Manager. Failure to disclose, avoid, or appropriately address a conflict of interest, or any situation giving rise to a potential conflict of interest, may result in disciplinary action, up to and including termination of employment.

10.Confidentiality

The Company is dedicated to implementing a robust Confidentiality and Impartiality Policy to safeguard sensitive information pertaining to Spectrumlabs S.A.’s business, clients, and associates. Confidential information may encompass financial data, business operations details, analysis outcomes, prospects, potential corporate transactions, or information provided by third parties. Spectrumlabs S.A. adheres to relevant legislation, rules, and regulations concerning confidentiality.

Employees with access to confidential information are obligated to maintain its confidentiality throughout their employment tenure and beyond. Unauthorized disclosure of such information is strictly prohibited and may lead to legal consequences.

All employees are expected to adhere strictly to the Confidentiality and Impartiality Policy, ensuring the protection of sensitive information and upholding the Company’s commitment to confidentiality and privacy standards.

11.Personal Data and Privacy

Spectrumlabs S.A. maintains a Privacy Policy governing the collection and management of personal data obtained through its electronic platforms and relating to website visitors, in compliance with applicable data protection laws and regulations.

In addition, the Company implements internal procedures for the management and protection of personal data relating to employees, suppliers, customers, and business partners.

The Company is committed to implementing appropriate technical and organizational measures to ensure the confidentiality, security, and protection of personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access. The relevant framework is aligned with applicable legal requirements and is supported by internal procedures specifically designed for these purposes.

Personal data may be disclosed to third parties only to the extent permitted by applicable law and in accordance with the Company’s established internal procedures. Employees who have access to personal data are required to maintain strict confidentiality and must not disclose such information without proper authorization.

All employees are required to comply fully with the Company’s Privacy Policy and internal personal data management procedures, ensuring the protection of personal information and adherence to the Company’s applicable standards and requirements.

12.Protection and proper use of corporate assets

Company’s tangible assets such as laboratory reagents and equipment, office equipment (such as computers, telephones and copy machines), as well as intangible assets like confidential information and trade secrets, must be utilized exclusively for legitimate business purposes and only by authorized employees.

All employees are required to strictly adhere to the Company’s Quality Procedures, Test Methods and Work Instructions, incorporating the latest amendments.

Training also acquired within the company is considered a valuable corporate asset.

All employees are expected to use Company assets ethically, responsibly, and considerately. Actions such as theft, carelessness, or waste directly impact the Company’s profitability and are strictly prohibited.

If any employee observes theft, waste, or misuse of Company assets, they are obligated to report it promptly to the manager of the relevant department.

Upon separation from employment, employees are required to return all Company assets in their possession.

13.Corporate Electronic Communication and Social Media

Spectrumlabs S.A. regulates the use of electronic communication and social media platforms by employees, emphasizing that these tools should be utilized solely for business purposes while performing Company duties. All communication systems, including phones, voicemail, email, SMS/text messaging, instant messaging, live chat, videos, websites, and blogs, are considered Company property. This includes associated hardware, software, and files, whether temporary or permanent, used for transmission, receipt, or storage of internal information.

It is important for employees to understand that Spectrumlabs S.A. reserves the right to access information transmitted or stored on these electronic communication systems, with or without prior notice. Therefore, employees should not expect privacy regarding any use, whether professional or personal, of Company electronic communication systems.

Furthermore, employees are prohibited from engaging in discussions related to Spectrumlabs’ business, customers, or suppliers in online forums. Such actions could potentially breach the Company’s confidentiality policy or lead to legal repercussions, including defamation claims.

14.IT System Security

Spectrumlabs S.A. places the highest priority on protecting the information stored and processed within its IT systems, strictly adhering to its Cybersecurity Policy.

The IT Department implements comprehensive measures to proactively prevent security incidents and ensures adherence to best practices across all operations.

All employees are required to familiarize themselves with the applicable information systems, adhere to internal procedures, and comply fully with the Company’s Cybersecurity Policy. Additionally, employees are obligated to promptly report any suspicious events or security concerns to the IT Department for immediate action and resolution.

15.Supplier & Business Partner Expectations

Spectrumlabs S.A. is committed to conducting business with suppliers, subcontractors, consultants, agents, and other business partners who share its values of integrity, professionalism, transparency, and legal compliance.

The Company expects its suppliers and business partners to conduct their activities in accordance with all applicable laws, regulations, contractual obligations, and recognized ethical business practices.

Suppliers and business partners are expected to:

• Comply with all applicable legal, regulatory, and contractual requirements;
• Respect human rights and promote equal treatment, diversity, and non-discrimination;
• Provide safe and healthy working conditions for their personnel;
• Protect confidential information, intellectual property, and personal data;
• Prevent bribery, corruption, fraud, money laundering, and conflicts of interest;
• Support environmentally responsible and sustainable business practices;
• Conduct their operations with honesty, fairness, and professional integrity.

Spectrumlabs reserves the right to assess, monitor, and, where appropriate, discontinue any business relationship with suppliers or partners whose actions are inconsistent with applicable laws, ethical standards, or the principles set forth in this Code.

The Company encourages suppliers and business partners to raise concerns regarding suspected violations of legal, ethical, quality, environmental, health and safety, or other compliance requirements through appropriate communication channels.

16.Whistleblowing and Speak-Up Policy

Spectrumlabs encourages all employees, contractors, associates, and business partners to report, in good faith, any actual or suspected violation of laws, regulations, company policies, ethical standards, or this Code of Conduct and Business Ethics.

Reports may include, but are not limited to:

• Fraud, bribery, corruption, or theft.
• Conflicts of interest.
• Falsification of records, reports, or test results.
• Violations of health, safety, environmental, or quality requirements.
• Harassment, discrimination, retaliation, or human rights violations.
• Data privacy or information security breaches.

All reports will be treated confidentially to the extent permitted by law and will be investigated promptly, fairly, and objectively.

Spectrumlabs strictly prohibits retaliation against any individual who raises a concern or reports a suspected violation in good faith, even if the concern is ultimately found to be unsubstantiated.

Employees are encouraged to speak up whenever they become aware of conduct that may violate legal, ethical, or company requirements.

17.Acknowledgement and Acceptance

Spectrumlabs S.A. expects all employees, contractors, and other persons covered by this Code to understand, comply with, and uphold the principles and requirements set forth herein.

Compliance with this Code is a condition of employment and/or cooperation with the Company. Individuals subject to this Code are expected to familiarize themselves with its contents and conduct their activities in a manner consistent with its principles and requirements.

Failure to comply with this Code may result in disciplinary action, termination of employment or cooperation, and, where applicable, legal or regulatory consequences.

All personnel shall acknowledge that they have received, read, understood, and agreed to comply with this Code of Conduct and Business Ethics by signing the relevant acknowledgement form.