Code of conduct

Last revised and effective as of: June 22, 2023

1. Introduction

At Calyxia (“the Company”), we want to ensure that every shareholder, employee, and full-time consultant (each, a “Company Contributor”) commit to the highest ethical and environmental standards (as set out below) in their role at Calyxia. To achieve this purpose, we have created this Code of Conduct (“the Code of Conduct” or the “Code“). Each Company Contributor shall respect and take all necessary actions to implement the commitments set out in this Code.

2. Legal engagement

The Company confirms its continued compliance with all laws, regulations and international conventions it is subject to (the Applicable Laws). In particular, the Company commits to comply with the following minimum safeguards provided by internationally recognised conventions:

The United Nations (UN) Universal Declaration of Human Rights1
The Conventions of the International Labour Organization (ILO)2
The Ten Principles of the UN Global Compact3.

The Company will ensure appropriate systems and controls are in place to secure continued compliance with the Applicable Laws.

3. Working at Calyxia

We want to build an advanced and sustainable future for the chemical industry, by providing leading manufacturers with innovative microcapsules that contain, protect, and deliver valuable chemical and biological ingredients.

We believe that high-performance and eco-engineered chemical solutions are essential to fight pollution, protect biodiversity, and improve the quality of life for all.

To that extent, each Company Contributor must uphold human dignity in all its activities, in committing to:

Respecting all individual freedoms, including, inter alia, respect for private life, freedom of thought, religion, assembly, expression, and information.
Treating Company Contributors with respect and providing a workplace free of harassment or abuse of any kind, harsh and inhumane treatment, unlawful practice or discrimination.
Treating Employees fairly with regards to reasonable working hours, periodic leave and remuneration for the work performed. Each employee must receive a work contract in which their working hours and compensation are specified.

Any breach with the above can be communicated as per the Company grievance policy (the “Grievance Policy”).

In relation to safety in the workplace, the Company must use its best efforts to reduce any risk of injuries and to limit activities involving a potential health risk to its workforce. To that extent, the Management of the Company has implemented a proactive accident reduction and prevention plan, which will allow to reduce any safety risk for its staff, including by (but not limited to):

Having procedures in place to minimise potential safety hazards from chemical, biological or physical agents.
Having procedures and systems in place to regularly identify, evaluate and control machinery for safety hazards, as well as any exposure its staff may encounter with regards the hazards of physically demanding tasks.
Have emergency plans and response procedures in place.

Should any significant workplace incident (strong impact on : health of people, building, premises, environment, …) occur (a “Significant Workplace Incident”), the management and if necessary, the board of the Company should find remedy as soon as practically achievable. In the event that a Significant Workplace Incident has (i) occurred, (ii) cannot be remedied and (iii) may have an impact in the Company’s reputation, the board of the Company must inform its shareholders within five (5) business days.

4. Environmental standards

Each Company Contributor, where their role permits it, will use their best efforts to:

Support a precautionary approach to environmental challenges including, but not limited to, climate change, air, water and land pollution, biodiversity loss and deforestation.
Use resources efficiently, apply energy-efficient and environmentally friendly technologies to reduce waste, as well as emissions to air, water and land. Specifically, and as far as possible, limit the use of fossil fuels in operations.
Undertake initiatives to promote strong environmental responsibility including, but not limited to, reducing all scopes of GHG emissions, reducing water and energy use, protecting biodiversity on land and sea, minimising air, water and land pollution, and ensuring zero deforestation, where applicable.
Strive to preserve natural resources and to protect and enhance nature and biodiversity on land and sea, where applicable.

In the event that the Company is involved in the manufacturing of products, the board of the Company will ensure, on a regular basis, that:

Such products are manufactured in an ecologically responsible manner.
Ensure that product quality and safety meet the necessary requirements.

The Company will use its best efforts to collect data, on a yearly basis, with the objective to assess its environmental impact. The board of the Company will assess any area of improvement and take necessary precautions to reduce any unreasonable activity which may have adverse impact on the environment.

5. Diversity and Equity

At the Company, we are committed to providing a work environment that is free of direct or indirect discrimination or harassment of any kind: all aspects of employment including the decision to hire, promote, discipline, or discharge, will be based on merit, competence, performance and business needs. Calyxia does not discriminate on the basis of ethnicity, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, marital status, pregnancy and paternity status, citizenship, genetic information, or any other characteristic protected by statue.

Diversity, equity and inclusion are a central part of our values. Our commitment to diversity and equity is simple: we believe that maximizing the power of different perspectives and backgrounds is fundamental to establishing the long-term value of the Company. To further materialize our engagement on this front, the Company has deployed a diversity, equity and inclusion (DEI) policy across the firm, allowing to materialize our increased awareness on various DEI considerations.

6. Anti-corruption and anti-money laundering

The Company recognizes the importance of fighting corruption and money laundering in its business operations, acknowledging the reputational harm corruption represents to the Company and the Company Contributors.

To that extent, the Company will not tolerate:

Bribes, kickbacks, excessive gifts or entertainment, or any other payment made by or offered to a Company Contributor in relation to the Company, in a view to obtain an undue or improper business advantage (“Improper Payment”)
Any activity or operation that seeks to hide the illegal origin of funds by making their origin appear legal (“Money Laundering”).

Should any Company Contributor have any doubt on the nature of a payment or an operation, it can refer to CFO (the “Responsible Person”). Any Company Contributor accepting or offering Improper Payments will be subject to disciplinary action (e.g., immediate termination of their contract with the Company, and/or reporting the Improper Payment(s) to relevant authorities).

7. Adherence to the Code

Each Company Contributor, by the way of a written declaration:

Acknowledges they have received, read, and understood this Code;
Confirms that they adhere to the Code; and
Acknowledges that this Code may be amended from time to time, with prior notification from the Company in a reasonable timeframe.

This document will be reviewed at least one time a year.

Last updated: 22/06/2023