code of ethics

The Supplier Code of Ethics (hereinafter the "Code") of GERMAIN LARIVIÈRE INC. and all its respective fi- lials (hereinafter collectively "GERMAIN LARIVIÈRE") applies to all GERMAIN LARIVIÈRE suppliers.

The term "supplier" refers to any organization, including its representatives, shareholders, affiliates, directors, employees, accredited agents and subcontractors, if any, that provides goods or services to GERMAIN LARIVIÈRE.

The Code sets out GERMAIN LARIVIÈRE's expectations of suppliers with whom it does business. Suppliers are responsible for ensuring that their subcontractors, accredited agents or other business partners comply with the Code.

Business relations include all links and exchanges, verbal or written, between GERMAIN LARIVIÈRE and its suppliers, as well as all potential suppliers, without there necessarily being any contractual commitments.

This Code is in addition to all applicable laws and regulations. Thus, in all their activities, suppliers must comply with the laws and regulations in force in Canada and Quebec, including all applicable rules of international law, insofar as these are not incompatible with the laws of the supplier's country, but with the exception of the standards set out in the Universal Declaration of Human Rights, which remain applicable.

Where Quebec or Canadian jurisdiction applies, suppliers must comply fully with applicable Quebec and Canadian laws.

Suppliers are encouraged to go beyond legal compliance and apply internationally recognized standards and conventions in order to demonstrate their ethical, social and environmental res- ponsibility commitments, while respecting the highest standards of human rights.

This Code forms an integral part of the contractual documents binding GERMAIN LARIVIÈRE's suppliers.

In the course of their business relations with GERMAIN LARIVIÈRE, suppliers must act with respect for GERMAIN LARIVIÈRE's values and for the rights of individuals and the environment.

Thus, suppliers must act with professionalism, integrity and honesty, at all times with a view to preserving GERMAIN LARIVIÈRE's integrity and reputation.

Any conflict of interest and any situation likely to create a conflict of interest affecting the impartiality of GERMAIN LARIVIÈRE personnel in the business relationship must be declared to GER- MAIN LARIVIÈRE, without delay, as soon as they become known.

All acts and participation in acts of collusion, conspiracies, agreements or price-fixing arrangements with other suppliers or aimed at or having the effect of reducing competition, as well as any arrangement that could prevent the normal course of the business relationship between GERMAIN LA- RIVIÈRE and its suppliers, including all forms of passive and active corruption, extortion, bribery, personal advantage, influence peddling, obtaining privileged information, embezzlement and falsification, are prohibited. GERMAIN LARIVIÈRE expects suppliers to apply the same standards within their own companies.

Germain Larivière Supplier Code of Conduct - Last modified May 8, 2024

The supplier agrees not to associate or participate, directly or indirectly, in the activities of a criminal organization. Such activities include, but are not limited to, money laundering, trafficking in illegal substances and money laundering. The supplier must also work against corruption in all its forms, including extortion and bribery.

Any act or omission intended to prevent or hinder GERMAIN LARIVIÈRE from verifying possible breaches of the Code is prohibited.

It is also prohibited to make any false, misleading or deceptive statement in the course of the relationship between the parties, including during a request for payment, a call for qualifications, a call for tenders or any other similar process.

Except in the context of business practices that have been authorized in advance and exercised in a reasonable manner, no favor, service, advantage, invitation or gift that could be considered a potential source of conflict of interest may be accepted by GERMAIN LARIVIÈRE personnel. Unless authorized in advance, gifts, meals, trips and favors may not be offered by suppliers.

Suppliers must be honest, professional and fair in their business dealings with GER- MAIN LARIVIÈRE by accurately reporting on their ability to meet all obligations of their commitments.

Suppliers must avoid any action that would jeopardize the ability of current or former GERMAIN LARIVIÈRE employees to meet their legal or contractual obligations to GERMAIN LARIVIÈRE, including compliance with the Code of Ethics and Conduct for GERMAIN LARIVIÈRE employees, who will survive or survive the termination of their employment.

Suppliers must treat their personnel fairly and equitably, without distinction as to sex, race, color, origin, political or other opinion, sexual orientation, religion or any other generally recognized ground of discrimination. They must create an environment free from any form of harassment, intimidation or abuse, and comply with applicable human rights legislation and international instruments, including the Universal Declaration of Human Rights.

Suppliers should support and respect the protection of internationally proclaimed human rights, and ensure that their companies are not complicit in human rights abuses.

Suppliers must respect workers' rights, including freedom of association and the right to collective representation and negotiation, based on internationally accepted standards as defined in the conventions of the International Labour Organization (ILO), including but not limited to those relating to child labor. In this respect, GERMAIN LARI- VIÈRE expects suppliers to :

- outlaw forced or compulsory labor of any kind;

- recognize freedom of association and the right to collective bargaining;

Germain Larivière Supplier Code of Conduct - Last modified May 8, 2024

- eliminate discrimination in employment and occupation; and

- remunerate workers so that they can meet their basic needs, notwithstanding the standards of applicable wage legislation.

Suppliers must apply occupational health and safety standards that comply with applicable laws and regulations, in order to ensure healthy and safe working conditions for all their em- ployees. In addition, they must take adequate measures to prevent work-related injuries and accidents.

Suppliers must comply with environmental laws, regulations and standards applicable in the country in which they operate, and seek to reduce the impact of their activities and products on the environment. They must promote the adoption of the necessary measures to prevent pollution, conserve and use as efficiently as possible the natural resources required for their activities, and encourage the development and dissemination of environmentally-friendly technologies. Suppliers are also committed to implementing a responsible sourcing policy,

Suppliers must treat GERMAIN LARIVIÈRE's customers, employees and partners with courtesy and fairness in all their dealings.

Suppliers must respect GERMAIN LARIVIÈRE's intellectual property, whether registered or not. Suppliers may not, without GERMAIN LARIVIÈRE's written consent, reproduce, copy, pu- bile, transmit, communicate or use in any way GERMAIN LARIVIÈRE's materials, information and/or trademarks or any other intellectual property.

Suppliers must protect GERMAIN LARIVIÈRE's confidential information in their possession or to which they have access, in accordance with GERMAIN LARIVIÈRE's best practices and policies. Confidential information refers to all non-public information of GERMAIN LARIVIÈRE, its customers and employees.

Suppliers must use confidential information only for the purposes of carrying out their mandate, and may not distribute it or share it with a third party without GERMAIN LARIVIÈRE's prior consent. These obligations apply throughout the duration of the business relationship and continue after the end of the contractual commitments or until such information becomes public.

Suppliers must comply with all applicable advertising regulations and standards, including, but not limited to, those concerning consumer protection. As for content accessible on the Internet, suppliers must comply with the terms of use of the platform on which the advertising is broadcast, the chosen platform must not cause prejudice to GERMAIN LARIVIÈRE and it must comply with the laws of the country in which the advertising is acces- sible.

It is the responsibility of each GERMAIN LARIVIÈRE supplier to ensure that the standards and principles set out in this Code are respected, and therefore to ensure that management mechanisms are in place within his or her company to ensure compliance. Suppliers are also responsible for taking the necessary steps to resolve any deviations.

Germain Larivière Supplier Code of Conduct - Last modified May 8, 2024

By way of example, GERMAIN LARIVIÈRE expects its suppliers to provide their employees who have a business relationship with GERMAIN LARIVIÈRE with a copy of this Code. Suppliers must also implement best management practices that will ensure their ability to comply with the contents of this Code, in accordance with the laws and regulations applicable to their place of production and business.

GERMAIN LARIVIÈRE also requires its suppliers to forward this Code to all their subcontractors, including any accredited agents or other business partners.

The Code may be modified at GERMAIN LARIVIÈRE's discretion to reflect its principles and values.

GERMAIN LARIVIÈRE reserves the right to verify that all its suppliers, agents and subcontractors comply with the Code. Such verification will be carried out by self-assessment of the supplier, agent and subcontractors or by any other means GERMAIN LARIVIÈRE deems necessary. GERMAIN LARIVIÈRE or an external resource designated by it may also conduct an audit of compliance with this Code, including a visit to the facilities and consultation of the relevant files of the supplier, agents and subcontractors. At all times, suppliers, agents and subcontractors must grant GERMAIN LARIVIÈRE and its representatives reasonable and prompt access to their facilities and relevant files.

Any breach of the Code may be sanctioned by GERMAIN LARIVIÈRE, ranging from a simple warning to a notice requiring the supplier to correct any breach, to disqualification, up to cancellation and termination of the contract with the supplier caught in default, all at GERMAIN LARIVIÈRE's discretion.

To report any concerns or potential or actual breaches of the Code: Mr. Charles Jussaume, CPA

Controller

1-514-866-8691post 4361

E-mail: cjussaume@germainlariviere.com

Head office: 4370, boul. East, Saint-Hyacinthe (Québec) J2R 2C1

Germain Larivière Supplier Code of Conduct - Last modified May 8, 2024