Supplier Code of Conduct 

Forgent Power Solutions, Inc.

Forgent Power Solutions, Inc. (together with its affiliates and subsidiaries, the “Company”) strives to conduct business in accordance with applicable laws and with the highest standards of ethics and business conduct, including ethical procurement and compliance with applicable laws. The Company has built and continues to build a robust supply chain, including with its domestic supply chain partners. This commitment to ethical conduct extends to any company, corporation, other entity, or person that sells, or seeks to sell, goods or services to the Company, including any relevant employees, other workers, representatives, agents, contractors, subcontractors, and other sub-tier sources (collectively, “Suppliers”). In addition to expecting the highest quality and on-time delivery from our Suppliers, along with acting with the highest levels of integrity and in compliance with all applicable laws, we expect the following of our Suppliers:

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1. Human Rights

The Company seeks to treat everyone affected by our business and supply chain with fairness and dignity. The Company expects Suppliers to share our commitment to respecting all internationally recognized human rights. Suppliers should not engage in human trafficking or modern slavery, use child labor or otherwise use forced, prison or compulsory labor, or source materials that directly or indirectly finance or benefit armed groups. Suppliers will comply with all applicable local and national wage and hour laws and regulations. The Company expects its Suppliers to commit to respecting human rights as set out in the United Nations Universal Declaration of Human Rights and the International Labor Organization (ILO) Declaration of Fundamental Principles and Rights at Work and adhere to the principles set out in the United Nations Guiding Principles on Business and Human Rights. Furthermore, Suppliers must comply with all applicable laws, statutes, regulations, and codes relating to the use of goods made with forced labor, including, but not limited to, the Uyghur Forced Labor Prevention Act.

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2. Occupational Health & Safety 

Suppliers have a responsibility to promote a safe, clean, and secure workplace and must act in accordance with the applicable laws and regulations regarding occupational health and safety. Suppliers are expected to establish a reasonable occupational health and safety management system and provide training to ensure that employees and contractors are educated in health and safety issues. 

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3. Equal Opportunity and No Discrimination, Harassment or Retaliation

The Company prohibits discrimination. Suppliers must provide equal opportunities to employees and prospective employees without regard to race, color, religion, sex, sexual orientation, national origin, protected veteran status, disability, age, marital status, genetic information, or any other characteristic protected by law. 

Furthermore, Suppliers must protect and respect the human rights of employees and others in their business operations. Suppliers must not tolerate discrimination, harassment, or retaliation of any kind in the workplace. 

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4. Gifts, Entertainment, and Anti-Bribery

Suppliers are prohibited from engaging in or supporting any form of bribery, corruption, extortion, or embezzlement throughout all direct and indirect business interactions. The Company expects Suppliers to:

1. comply with all applicable laws, statutes, regulations, and codes relating to United States anti-corruption and bribery, including but not limited to, as applicable, the Foreign Corrupt Practices Act of 1977, as amended from time to time (collectively, the “Relevant Requirements”), including when offering or accepting any gifts, entertainment or other favors or hospitalities to or from Company employees, customers or other business parties or their family members,

2. not pay, offer to pay, receive, request or otherwise facilitate bribes or kickbacks of any kind, directly or indirectly, whether in dealings with government officials or individuals in the private sector, 

3. maintain adequate policies and procedures to ensure compliance with the Relevant Requirements, monitor compliance with such policies and procedures, and enforce such policies and procedures where appropriate, and

4. promptly report to the Company any request or demand received from a third party for any undue financial or other advantage in connection with the Company’s supply chain.

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5. Product Compliance

The Company is committed to standards of product compliance across jurisdictions in which the Company and its customers work. Suppliers must ensure that materials from the Supplier fulfill all applicable product compliance, chemicals and materials laws, regulations and standards. The Company expects Suppliers to provide full and accurate information on composition of materials on request and to comply with all standards and requirements notified to Suppliers by the Company.

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6. Global Trade Compliance 

Suppliers are required to comply with all applicable international trade laws and regulations, including import, export, and re-export control regulations, as well as applicable embargoes, sanctions, and anti-boycott laws. Suppliers must provide all supply chain tracing and material sourcing evidence required by U.S. Customs and Border Protection or reasonably requested by the Company.

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7. Environmental Awareness

The Company is committed to acting in accordance with the applicable statutory and international standards regarding environmental protection and the protection of natural resources. The Company aims to evaluate and improve the environmental performance of its operations and to promote greater environmental awareness. Suppliers are expected to minimize environmental pollution, increase energy efficiency and reduce water consumption where possible, and take reasonable steps to reduce hazardous waste and greenhouse gas emissions.

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8. Conflict Minerals

The Company expects  Suppliers to understand and acknowledge that the Company may be required to comply with Section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) and among other requirements must file disclosures and reports with the United States Securities and Exchange Commission related to the use of tin, tantalum, tungsten and gold (“Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries. At the Company’s reasonable request, each supplier must execute and deliver to the Company declarations in the form of the EICC-GeSI Conflict Minerals Reporting Template as adopted by EICC-GeSI from time to time, or in any other form that the Company reasonably requests. Unless the declarations provided by Suppliers pursuant to the prior sentence document to the Company’s reasonable satisfaction that supplier is “Conflict Free” (as defined in the Dodd-Frank Act) with respect to all items supplied to the Company, each supplier agrees that it will source, and track the chain of custody of, all Conflict Minerals contained in any items provided to the Company by supplier in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (or such other internationally recognized due diligence standard as the Company and Supplier may jointly agree upon).

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9. Accountability 

Suppliers must conduct their business in a fair manner, including in full compliance with all applicable antitrust and fair competition laws. 

Suppliers must avoid, where possible, involvement in actual or apparent conflicts of interest between the Supplier’s interest and the Company’s interest. Suppliers must immediately disclose to the Company any such conflict of interest and the ethical handling of conflicts that cannot be avoided.

In working with the Company, the Supplier may become aware of material non-public information (“MNPI”), which is any information that a reasonable investor would likely consider important in deciding whether to buy, sell, or hold a security. Suppliers must not engage in insider trading by buying or selling the Company’s or any other company’s stock when in possession of MNPI about the Company or any other company. Suppliers also may not give inside information to others who might use it to buy or sell securities.

Suppliers will respect the intellectual property rights of the Company and third parties, including, but not limited to, copyrights, patents, trademarks and trade secrets, and use only information technology and software that has been legitimately acquired and only in accordance with the applicable license terms of use.

Suppliers are required to safeguard the Company’s proprietary and confidential information, which includes all nonpublic information, written, oral or in any other format, that the Company has a legitimate interest in protecting. This includes technical, design, or process data, improvements, new products, products in development, inventions, models, manuals, knowhow, financial data, pricing information, business development or acquisition plans, marketing plans, project practices, and customer and supplier lists. Suppliers are required to follow all applicable privacy, information security and data protection laws that govern the handling, use, and retention of information and data provided by the Company, which may include private and sensitive personal information.

The Company conducts business only with Suppliers involved in legitimate business activities using funds from legitimate sources. Suppliers are required to comply with applicable laws relating to money laundering.

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10. Compliance

Suppliers must comply with this Supplier Code of Conduct, in addition to all applicable laws, regulatory requirements, and the Company’s contractual requirements and policies. The Company expects its Suppliers to take active steps, including performing audits and inspections, to ensure compliance with all areas covered in this Supplier Code of Conduct. 

The Company requires each prospective supplier to acknowledge and accept this Supplier Code of Conduct as part of the screening process, and as a requirement for doing business with the Company. As part of their compliance with this Supplier Code of Conduct, each of the Company’s Suppliers must also maintain appropriate records and make these records available to the Company upon request. The Company reserves the right to monitor and audit its Suppliers’ compliance activities and performance. If Suppliers are not meeting the Company’s expectations, the Company will work with the supplier to agree on a corrective action plan. If a supplier violates the Supplier Code of Conduct, or the Supplier fails to correct non-compliance within a reasonable timeframe, the Company reserves the right to suspend or terminate the business relationship.

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11. Raising Concerns 

The Company takes violations of this Supplier Code of Conduct seriously and seeks to promote an environment of open, honest communications. It is the Company’s policy to encourage the communication of bona fide concerns relating to the lawful and ethical conduct of business. It is also the policy of the Company to protect those who communicate bona fide concerns from any retaliation for such reporting. 

Concerns may be raised and violations or suspected violations of this Supplier Code of Conduct may be reported directly to the Company’s Chief Legal Officer. Suppliers must not retaliate against their employees, consultants and other persons for reporting concerns in good faith. 

This Supplier Code of Conduct does not create contractual rights for Suppliers. The Company will update this Supplier Code of Conduct periodically and expects Suppliers to stay current.