code of business conduct and ethics about the …

Code of Business Conduct & Ethics

OCTOBER 2021

CODE OF BUSINESS CONDUCT & ETHICS – ARRIVAL 2

Arrival has a very unique and special culture. It has brought us to where we are today - a highly valued and respected business with cutting edge technology and best in class products that are changing the world and supercharging its communities.

Arrival’s reputation, both internally and externally, must be protected to allow us to continue to have radical impact globally.

The purpose of this Code of Conduct is to ensure that all employees are clear about how they as individuals can help to ensure that we are all responsible for protecting our reputation.

By understanding and following the Code of Conduct and applying it to everything we do, we reduce the risk of undermining all the hard work and tireless dedication of everyone at Arrival who is creating something truly special and world-changing. And protect the culture that makes Arrival a truly unique place to work.

–Founder and CEO

MESSAGE FROM THE CEO


SECTION 4

Financial integrity – Keep accurate records and contracts – Safeguard Arrival’s resources – Public communication

SECTION 5

Compliance – Support in complying with the Code

of Conduct – Compliance with the Code of

Conduct

CONTENTS

SECTION 3

Business ethics – Avoid conflicts of interest – Do not trade on inside information – Honour privacy – Protect confidential information

and intellectual property – Fair competition – Respect global laws – Choose suppliers with integrity

SECTION 2

Employment standards – Working together – Foster diversity and inclusion – Designing for accessibility – Anti-bribery – Trust with each other

SECTION 1

Introduction – Arrival’s Mission – The Method – The Result – Filters \ Values – What we do – Why we have a Code of Conduct – How the Code of Conduct, can help – Who is covered – What you need to do – Making the right choice – Role of managers – No tolerance for retaliation – Raising a concern


1.1 \ Mission and Values 1.2 \ Why we have a Code 1.3 \ How the Code can help 1.4 \ Who is covered 1.5 \ What you need to do 1.6 \ Raising concerns

SECTION 1 \ INTRODUCTION


ARRIVAL’S MISSION

Arrival is on a mission to make Air Clean by replacing all vehicles with affordable Electric solutions, Economically motivated - produced by Local Microfactories.


1 \ Grasp the Essence 2 \ Challenge Normality 3 \ Technology is the Answer

THE METHOD


Create an Experience worth Sharing

THE RESULT


FILTERS \ VALUES

1 \ Unique 2 \ Intelligence 3 \ Brave 4 \ No bullshit 5 \ Like a dance 6 \ Data driven


Why we have a Code of Conduct

Everything we do reflects our brand, and our Code of Conduct shows us the way. Our goals are only possible when people trust Arrival and trust our technology. Building trust starts by applying our culture and values to build lasting relationships inside and outside Arrival.

THE ARRIVAL CODE OF CONDUCT


How the Code of Conduct can help

Sometimes, you might face a situation where the right thing to do is not obvious.

While the Code of Conduct won’t tell you exactly what to do and cannot cover every possible issue that could arise, it is always here to show you where to go for guidance to make good decisions and navigate through the complex business and ethical situations. The Code of Conduct enables you to – Perform your job role honestly and ethically – Uphold Arrival values and protect its reputation – Understand what Arrival expects from you – Make ethical and objective decisions – Comply with the laws, regulations and standards

that apply to our company – Understand where to go for assistance or guidance

if needed



Who is coveredEverybody in Arrival We expect all of our employees, directors and board members to know, understand and follow the Code of Conduct, its related guidelines and referenced policies. Everybody working with Arrival Anyone who works on the Company’s behalf (including suppliers, consultants and other business partners) must share our commitment by following the principles of our Code of Conduct when providing goods and services or acting on our behalf.

Suppliers, as a condition of working with us, must comply with our Supplier Code of Business Conduct.

THE ARRIVAL CODETHE ARRIVAL CODE OF CONDUCT


What you need to do

Everyone at Arrival has a responsibility to uphold the standards of this code

Read, understand, and follow these standards along with other policies, laws, and regulations that apply to your role

Speak up when you see possible violations of the Code of Conduct, Arrival policies, and legal and regulatory requirements Be truthful and cooperate fully in any internal investigations. Do not conceal or destroy information. If you are asked to violate the Code of Conduct, do not do it

Complete training on the Code of Conduct, and attest that you understand and commit to comply with the standards of this Code of Conduct, and ethical decision making



Any “no” or even “maybe” answer to any of these questions is a signal to stop and get advice or ask questions. After all, it is always better to ask before you act, especially when you are not sure. Contact your manager or the Compliance team.

Would I be comfortable if my actions were made public?

Does it benefit the Company as a whole. Not just a certain individual or group?

Does it follow our policies?

Is it legal?

Is it consistent with our Code of Conduct?Making the right choice

READ MORE

Arrival Policies


https://wiki.arrival.com/x/ZyCVBg


Role of managers – Talk to your team about ethics and integrity and be clear that you expect work to be done ethically

– Lead by example with ethical decision-making – Let your team know that for results to matter, they

must be achieved the right way. Satisfy yourself that results have been achieved the right way

– Make sure your team knows you will listen, even if they have something difficult to say

– Encourage employees to come to you with questions or concerns.

– Listen to them carefully and offer guidance when they need help, including identifying available resources for reporting

– Recognise that you may not always find the answers that you need in the Code of Conduct, so know where to go for answers when there are questions

As a leader, you have a special responsibility for setting the culture and the work environment on your team. The way you make decisions, handle concerns, different opinions and protect colleagues from retaliation when they raise concerns will set the foundation for trust with your teams, customers, and stakeholders.



How managers should handle concerns

If someone comes to you with a concern, you have a special responsibility to listen and act. Handling concerns appropriately is critical to preserving trust and protecting Arrival.

If someone raises a concern – Remove distractions and listen carefully. Thank the

person for speaking up – remember that they’ve just done something difficult and very important for the company

– Respond respectfully and take every concern seriously, even if you disagree. Show that you are committed to solving the problem

– Take steps to protect the person’s confidentiality, avoid discussing the conversation with others on your team

As a manager, you should feel empowered to resolve performance issues yourself, but you should escalate integrity concerns about business ethics or misconduct to the Speak Up team.



No tolerance for retaliation

You don’t have to have all the details or be sure that something is wrong to raise an integrity concern. You can trust that we’ll treat your reports seriously, fairly, and promptly, and if something needs to be fixed, we’ll take action based on what we learn.

It takes courage to speak up when something’s not right. We understand that you might be uncomfortable or anxious. That is why we do not tolerate retaliation.

What we mean by retaliation

Examples of retaliation might include demotion, firing, a reduced salary, job reassignment, threats, harassment or any other action taken against someone because they raised a Code of Conduct concern, participated in a Code of Conduct investigation, or attempted to deter someone from violating the Code of Conduct.

Anyone who retaliates against an employee for engaging in any of the above activities will be subject to disciplinary action, up to and including termination.



Raising a concern

Please raise any concerns to the Speak Up Team

EMAIL

[email protected]

POST

Beaumont House, Kensington Village, Hammersmith, London W14 8TS

READ MORE

Speak Up Policy

SPEAK UP

If you should have further concerns about raising a concern with your line manager, you also have the option of confidentially raising it with (1) our Speak Up Team, (2) the General Counsel/Deputy General Counsel or (3) anonymously via our external reporting system EthicsPoint.

EMAIL

[email protected]

WEB INTAKE SITE

arrival.ethicspoint.com

MOBILE INTAKE SITE

arrivalmobile.ethicspoint.com

HOTLINE

From an outside line dial the direct access number for your location: 0-800-89-0011 and at the English prompt dial 833 679 2183.



SECTION 2 \ EMPLOYMENT STANDARDS AND PRACTICES

2.1 \ Working together 2.2 \ Diversity and inclusion 2.3 \ Accessibility 2.4 \ Trust


It is the shared duty of Arrival employees, directors and board members to create a fair, safe, tolerant, respectful and friendly working environment that is free of harassment, intimidation, bias, and unlawful discrimination.

A safe workplace inspires trust and allows us all to contribute and succeed. Discrimination, harassment, and unsafe working conditions diminish what we can achieve together.

EMPLOYMENT STANDARDS AND PRACTICES


–We treat others with respect and do not tolerate harassment or discrimination

–We integrate sound safety and health practices into our operations and comply with workplace safety regulations globally

–We resolve problems respectfully, and never resort to acts or threats of violence

–We support employees in their personal life events and provide flexible companywide policies to achieve healthy work-life balance, mental health and wellbeing

–We provide training and educational support for further professional growth and development

–We do not work under the influence of drugs or alcohol

READ MORE

Anti-Harassment and Bullying Policy

Drugs and Alcohol Policy

Health and Safety Policy Statement

Working together



Foster diversity and inclusion

We work better together because of our differences, not despite them. We believe that we best serve everyone on the planet and enrich our own culture through the diverse skills, experiences, and backgrounds that each of us brings to the company.

– We provide equal employment opportunities to all qualified candidates and employees

– We do not discriminate based on age, ancestry, colour, gender identity or expression, marital status, physical or mental disability, race, religion and belief, sex , sexual orientation, or any other characteristic protected by applicable laws, regulations, and ordinances

– We are committed to hiring people with all backgrounds and physical needs and provide reasonable accommodations to qualified employees

– We examine our unconscious biases and take steps to create an inclusive culture that makes every employee feel welcome

READ MORE

Equal Opportunities Policy



We prioritise inclusive design in the development of our products and services.

All Arrival products, whether physical or digital, should allow users of all abilities to have the same level of access, usability and experience.

This will be achieved by developing a framework of methodologies and tools that can be used by all teams to assess and design our products and services with that vision in mind.

Designing for accessibility



Anti-bribery

– We refuse to offer or pay bribes or kickbacks to anyone

– We prohibit corrupt payments of all kinds, including payments to secure permits or approvals, and small payments to speed up a routine government process (often known as a “facilitating payment”)

– we avoid hidden terms or arrangements and reduce complexity wherever possible, because transparent transactions reduce the risk of a bribe or kickback

– We use partners that have a reputation for integrity, and we report signs that a representative is unethical or could be paying a bribe

– We make sure that any gifts, hospitality, or travel we offer to business partners or customers are reasonable and appropriate, and pre-approved by the Compliance team

– We hire candidates based on their merits, and do not make hiring decisions to benefit a customer, business partners or government officials

– If we make charitable donations, we do so to support a legitimate charitable cause, not as part of an exchange of favours

– We never give or accept cash

Arrival does not tolerate corruption or bribery in any form. It is strictly prohibited in all business dealings, in every country around the world, in both the private and government sectors.

Decisions based on corruption are against our ethical values and even the mere appearance of undue influence must be avoided.

We aim to prevent any corrupt practices through regular training and audits.


READ MORE

Anti-Corruption and Bribery Policy

Gifts and Hospitality Policy

Expenses Policy


The strongest contributions come from teams who trust each other - those that can be open, honest, and constructive with one another. It takes all of us working together to cultivate an atmosphere of mutual respect, inclusion, and collaboration.

Part of who we are involves learning from mistakes as individuals and as an organisation. Our approach to managing errors is therefore transparent and open.

– We share our experiences in order to enable progress and innovation

– We promote the culture of respectful interaction and encourage our managers to explain the reasons for their decisions to their team members

– We respond truthfully, appropriately, and promptly to employee inquires and requests for information



SECTION 3 \ BUSINESS ETHICS

3.1 \ Conflicts of interest 3.2 \ Privacy 3.3 \ Intellectual property 3.4 \ Fair competition 3.5 \ Global regulations 3.6 \ Supplier selection


Arrival leadership is committed to ensuring business practices are compliant with laws and regulations of the countries where it conducts business. All strategic and operational risks related to this Code of Conduct are identified and mitigated to facilitate continuous improvement and ethical development.

BUSINESS ETHICS


Conflicts of interest How we avoid conflicts of interest – We act in the best interests of Arrival – We avoid situations where a personal relationship

or financial interest in another company might influence how we make decisions in our jobs

– We understand that a conflict to interest can exist even if we are convinced that our decisions will not be affected by the outside relationship

– When conflicts of interest arise, we disclose them and get advice or approval

– Before taking on outside work, we ensure that the work does not harm our business interests or break any employee agreements we have signed

– If you are in a business situation that may create a conflict of interest, or the appearance of a conflict please contact our Compliance team for guidance.

BUSINESS ETHICS

Conflicts of interest can arise when our personal relationships or financial interests overlap with our job responsibilities.

Where conflicts of interest often arise – Personal investments – Outside employment, advisory roles, board seats,

and starting your own business – Business opportunities found through work – Inventions – Friends and relatives; co-worker relationships – Accepting gifts, entertainment, and other business

courtesies – Use of Arrival products and services

READ MORE

Conflicts of Interest Policy


What is inside information?

We may become aware of material, nonpublic information about Arrival or companies we do business with.

– Information is “material” if a reasonable investor would consider it important in deciding whether to buy or sell that company’s securities.

– Information is “nonpublic” if it has not been broadly communicated to the investing public.

Trading Arrival stock or the stock of Arrival partners based on this information not only breaks trust with our investors and the public, but is also illegal, violates company policy, and is unfair to other investors.

Examples of insider information include – sales figures that are not intended for publication – information about merger and acquisition projects – major re-organizations – new appointments to the board of management

and supervisory board prior to official publication – conclusion or cancellation of a major contract

with a customer or supplier – important legal disputes, or – dealings with government agencies.

BUSINESS ETHICS

READ MORE

Insider Trading Policy


Don’t trade on inside information

– We never buy or sell any securities based on material, nonpublic information

– We do not give someone else (for example, a friend, spouse, or broker) a “tip” regarding material, nonpublic information

– We do not recommend or suggest that anyone else trade in the securities of any company based on material nonpublic information, even if we are not sharing the information itself

– We consult with the Compliance team before buying or selling public securities where we have questions as to whether we may be in possession of material nonpublic information

BUSINESS ETHICS


Honour privacy We create trust among our employees, business partners and customers by respecting data protection as a personal right. That is why we process and use personal data only to the extent permitted by laws; regulations and the data subjects themselves. We are transparent about how we handle customer data and when developing Arrival products and services, we ensure that legal requirements governing data protection and information security as well as associated risks are taken into account at an early stage.

How we achieve this – We follow local privacy and data protection laws – We provide clear and accurate privacy notices

when collecting or processing personal data – We honour privacy choices by using customer data

to provide the services customers have agreed to – We protect our customers and employees data by

building secure products and services

BUSINESS ETHICS

READ MORE

Data Privacy Policy

Website Privacy Policy

Privacy Notice for Candidates

Data Subject Access Request Policy


Intellectual property

– We use best practices to protect access to confidential information, and avoid discussing it in common spaces, or with colleagues who don’t need to know it

– We do not use confidential information for non-Arrival business use, and we maintain confidentiality even if we stop working for Arrival

– We preserve Arrival’s own intellectual property rights through copyrights, trademarks, and other forms of intellectual property that protect the value of our innovation

– We respect the confidentiality and intellectual property rights of others, and do not use others’ confidential information without authorisation

– We do not use or copy third-party copyrighted materials, like software, graphics, videos, and music, without a license or permission

We might lose our competitive advantage if we disclose Arrival’s confidential information which includes patents, inventions, software and other copyrighted materials, know-how, trade secrets, brands and trademarks.

In addition, we lose trust if we disclose confidential information we learn from the companies we do business with.

Protecting information and ideas, whether our own or those of others, is crucial to our business success and builds our reputation as a trustworthy partner.

READ MORE

IP Policy

BUSINESS ETHICS


Fair competition Competing fairly ensures that we meet our business objectives with our integrity intact.

Arrival observes the rules of fair and honest competition as defined by applicable laws and regulations and treats its competitors respectfully.

– We avoid any formal or informal agreements with competitors that limit competition

– We respect competitive bidding processes, and do not rig or fix the outcomes or help anyone else do so

– When gathering competitive intelligence, we use appropriate sources, are truthful, and do not misrepresent who we are

BUSINESS ETHICS

READ MORE

Competition Law Policy

READ MORE

Sanctions Policy

Trade Compliance Policy

Respect global laws


We operate around the globe and respect the laws wherever we do business. This helps us to build trust with local communities, businesses and governments and strengthen the society where we enjoy the protection of these same laws.

– We follow the international laws and regulations and local legislations in the places where we operate

– We are honest and transparent in our discussions with government bodies and regulators

– We comply with global trade controls and economic sanctions that prohibit us from doing business with certain countries, governments, entities, and individuals

– We comply with laws that govern how our products and technologies may be distributed and used internationally

If local customs or practices conflict with our Code of Conduct, or the law follow the law and our Code and Contact the Compliance team for guidance.

BUSINESS ETHICS

Choose suppliers with integrity


BUSINESS ETHICS

To achieve our mission, we need suppliers that are as committed as we are to building trust with our customers, that will do great work, and that will follow the law. Supplier selection is based on free and fair competition and transparent supplier selection criteria, including objective factors such as quality, reliability, delivery, price and suitability of the product or service offered without preference for personal reasons.

Arrival expects all suppliers, and their subsidiaries, affiliates and sub-contractors, to act in accordance with Arrival’s Suppliers’ Code of Conduct and in full compliance with all applicable laws and regulations. How we achieve this

– We select the best suppliers for the job, by carefully considering their proven track record, reputation for integrity, and other merits – not based on favouritism

– We work to eliminate child labour, human trafficking, and other abuses in our supply chain

– We make agreements that are complete, unambiguous and documented, including any subsequent changes and additions

READ MORE

Supplier Code of Conduct

Procurement Policy

Sanctions Policy


SECTION 4 \ FINANCIAL INTEGRITY AND ACCOUNTABILITY

4.1 \ Accuracy 4.2 \ Safeguarding resources 4.3 \ Public communication


Accurate records and contracts

– We honestly and accurately record and report financial transactions and business information, following applicable laws, regulations, and accounting practices

– We are transparent about our commitments to our partners and customers, and our written contracts reflect the actual economics of the deal

– We don’t make side agreements or other “off-the-book” arrangements

– We use standard agreements and contracting processes or get approval for custom terms

– We execute financial transactions only with appropriate authorisation and record them in compliance with Arrival’s accounting practices

– The CEO, CFO and other employees in the finance comply with the Code of Ethics for Senior Financial Officers

– When we retain and dispose of documents, we follow established company retention requirements that meet our legal obligations and long-term business needs

Investors rely on accurate and easily comprehensible information to understand our financial results and where we are headed as a company, and to have confidence in that direction.

Keeping accurate records is critical to maintaining investors’ trust, making good business decisions, and meeting our regulatory obligations as a public company.

FINANCIAL INTEGRITY AND ACCOUNTABILITY

READ MORE

Financial Accounting Policy


Safeguard resources




We use company resources and money to do our jobs every day. These resources belong to Arrival; we owe it to our investors to use them responsibly and in ways that preserve trust and add value.

– We spend Arrival’s funds wisely, and guard against waste and abuse

– We exercise good judgment when using company- provided technology resources and use them for personal reasons only if it does not interfere with our job responsibilities or harm our work environment

– We use our corporate accounts and services, not personal accounts or services, for business correspondence and data

– We understand that business-related data is Arrival’s property, and that it may be accessed, preserved, and reviewed in accordance with our polices and applicable laws

READ MORE

Acceptable Use Policy


Public communication




What we say and how we say it matters. We will win and preserve the trust of our investors and the public only if they know they can rely on what we tell them.

– We make full, accurate, and timely financial disclosures in reports and documents we submit and in other public statements

– We listen carefully to feedback and questions from investors and other stakeholders

– We do not speak on behalf of the company unless authorised to do so; we direct analyst and media inquiries to our Public Relations team

– We make sure that any communications about our products and services are honest and accurate

– Our advertising and promotional material are accurate and free from false claims

READ MORE

Financial Information Disclosure Policy

Social Media Policy


SECTION 5 \ COMPLIANCE WITH THE CODE

5.1 \ Support 5.2 \ Further information


Support in complying with the Code of Conduct



COMPLIANCE WITH THE CODE

Arrival commits to providing training and information to its employees and to performing ongoing dialogue with its external business partners in order to ensure awareness of this Code of Conduct.

If you are unsure and need guidance for your daily activities at work or if you have questions about acting with integrity or the Code of Conduct, please feel free to contact the Compliance Team at [email protected].

Alternatively, you can reach out to your manager or the Talent Experience team at [email protected].

If you as an employee observe rules or regulations being violated or have reason to suspect that a violation of a rule or regulation has been committed, we ask you not to hesitate in addressing it with your supervisor, the General Counsel or the Compliance Team or use our confidential whistleblowing system.


Compliance with the Code of Conduct

Arrival’s standards of business conduct and ethics and its Compliance Program are endorsed by and have the full support of Arrival’s General Counsel and Board of Directors.

The Board of Directors, Management and Compliance Team are responsible for overseeing compliance with these standards.

For the purposes of this Code of Conduct, Arrival includes Arrival Limited and all other companies within the Arrival corporate group.

Treatment of Violations If we observe a violation of this Code, related policies or any other applicable regulations, we will not hesitate to address it. Violations of laws, policies and other regulations can lead to massive financial losses, regulatory and/or criminal convictions and fines, severe damage to our image and reputation, and civil actions by investors. For these reasons, violations must be detected in a timely manner in order to prevent Arrival and its employees from suffering harm.

Violations of the Code will be subject to disciplinary action, up to and including termination.

BUSINESS ETHICS


Thank you

OCTOBER 2021 VERSION 2.0 APPROVED BY: ARRIVAL’S BOARD OF DIRECTORS DOC NAME: POL-LGL-001 CODE OF CONDUCT CLASSIFICATION: PUBLIC

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