CODE OF ETHICS
AND BUSINESSCONDUCT
Arcadium Lithium plc
January 4, 2024

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INTRODUCTION TO THE CODE OF ETHICS AND BUSINESS CONDUCT
Ethical business conduct is now and will continue to be core to who we are and how we work at
Arcadium Lithium plc (the “Company”). Honesty, integrity and full compliance with the law are
essential to running our business well, building a trusted brand and simply doing the right thing.
We will continue to live by a clear Code of Ethics and Business Conduct (the “Code”). Please
review it and note that the Code applies to:•

The Company, its subsidiaries and all other entities that in each case are directly or
indirectly controlled or managed by the Company; and•The employees, officers, directors and contractors of these entities (to the extent
applicable to their work for the Company).

We must maintain these standards and comply with the applicable laws of all jurisdictions inwhich we operate or do business.
Please also be mindful of the following:•

The Company practices a “no tolerance” approach to ethical violations.

•

All of us, including all employees, officers, directors and contractors are responsible forbecoming familiar with and complying with the Code, and all other corporate policies that
apply to us.

•

If you encounter what you believe to be a violation of the Code, other Company policies
or applicable law, you are required to report it. We maintain an Ethics Response Line for
employees to anonymously, where permitted by local law, report any potential incidentsof misconduct and, regardless of how you report, you are protected from intimidation andretaliation whenever you speak up and have reasonable grounds to suspect a violation.

•

Managers and supervisors are accountable for compliance with – and enforcement of –the Code for the operations they manage.

•Failure to carry out these responsibilities may lead to disciplinary action, including
discharge.

I would like to remind you the Code is not intended to cover every possible situation. Your
wisdom, discretion and sound judgment, and that of your peers and managers, should guide us
all in making the right decisions daily. We need your commitment to help maintain the moral,
ethical and law-abiding heritage that has been so critical to our work. I know I can count on you.

Paul W. Graves
Chief Executive Officer, Arcadium Lithium plc

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Code of Ethics and Business Conduct
The Code is designed to deter wrongdoing and promote:•Honest and ethical conduct;•

Full, fair, accurate, timely and understandable disclosures;•

Compliance with applicable laws, rules and regulations;•

Prompt internal reporting of Code violations; and•Accountability for adherence to the Code.

1. We Are Committed to Ethical Behavior.
Commitment to Ethics
Ethical behavior is an individual responsibility. Behavior reflecting high ethical standards,
including ethical handling of actual or apparent conflicts of interest, is expected of all directors,
officers, employees and contractors, regardless of position or location. No director, officer,
manager or supervisor has the authority to violate or require conduct by another employee or
any other person that violates the Code, other Company policies or applicable law.
In addition, our commitment to the highest level of ethical conduct should be reflected in all of
the Company’s business activities including, but not limited to, relationships with colleagues,
customers, suppliers, competitors, the government, the public and our shareholders. Each
employee, contractor, officer and director is expected to deal fairly with everyone, without
manipulation, concealment, abuse of privileged information, misrepresentation of material facts
or any other unfair dealing practice.
Responsibility to Ethics
All of our employees, contractors, officers and directors must conduct themselves according to
the language and spirit of this Code and seek to avoid even the appearance of improper
behavior. Even well-intentioned actions that violate the law or this Code may result in negative
consequences for the Company and for the individuals involved.
In addition, all Company officers, managers and supervisors are accountable for the actions of
the employees who report to them and are responsible for facilitating compliance with the Code,other Company policies and applicable laws. In particular, they must:•

Inform their employees about Company policies, including those dealing with legal andethical behavior;•

Ensure that appropriate ongoing employee training occurs and that violators of the Codeare appropriately disciplined; and•Maintain a work environment where constructive, frank and open discussion about ethics
is encouraged and expected, including reporting of violations of the Code, other
Company policies and applicable law, without fear of retaliation.

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In this effort, managers should seek and will receive support from the Company’s Human
Resources and Law Departments and the Ethics Office.
2. We Keep Accurate Company Records and Make Full, Fair, Accurate, Timely andUnderstandable Disclosures.
We make full, fair, accurate, timely and understandable disclosures in reports that the Company
files under applicable laws, rules and regulations and in other public communications. Dishonest
reporting will not be tolerated. This includes reporting or organizing information in an attempt tomislead or misinform. No entry will be made on the Company’s books and records that
intentionally hides or disguises the true nature of any transaction.
The Company has adopted controls to ensure the safeguarding of Company assets and theaccuracy of its financial records and reports in accordance with internal needs and requirements
of applicable laws and regulations. These established accounting practices and proceduresmust be followed to ensure the complete and accurate recording of all transactions. All
employees, within their area of responsibility, are expected to adhere to these procedures, as
directed by the appropriate Company manager.
No employee or director may interfere with or seek to improperly influence, directly or indirectly,
the auditing of the Company’s financial records. Violation of these provisions shall result in
disciplinary action up to and including termination and may also subject the violator to
substantial civil and criminal liability.
If an employee becomes aware of any improper transaction or accounting practice, the mattermust be immediately reported as described in Section 4 of this Code.
Our obligation to record and report information accurately and honestly also applies to theaccurate reporting of time worked, business expenses incurred, research test results and otherbusiness-related activities.
3. We Comply with the Code, Other Company Policies and All Applicable Laws, Rules
and Regulations.
We comply with the Code, other Company policies and all applicable laws, rules and regulations
in conducting our business. You must obey all laws, rules and regulations that apply to you. You
must also abide by this Code and all applicable Company Policies. No employee, contractor,
officer or director of the Company shall commit an illegal or unethical act, or instruct others to doso, for any reason.
Contact a Company lawyer if you have any questions about the application of the law of any
country, about the Code or other Company policies, or about the relation or any apparent
conflict between them. In certain jurisdictions, common trading or negotiating practices may bebased on customs or codes that are less stringent or different than the Code. In such countries,
employees should follow the Code.
Our General Counsel and Secretary may make non-material changes to this Code to update
contact information, applicable business units or functions, website information, applicableCompany policies and titles.

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Waivers
In the unusual circumstances where a waiver of the Code would be appropriate for an executive
officer or director, such waiver must be approved in writing by the Board of Directors or the
Audit Committee of the Board of Directors and shall be promptly publicly disclosed to the extent
required by U.S. or other applicable securities laws and regulations and the rules of the New
York Stock Exchange, the Australian Securities Exchange or such other applicable stock
exchanges. Waivers for all other employees must be granted in writing by the General Counsel
and Secretary. Requests for waivers of the Code may only be granted in exceptional
circumstances and in compliance with applicable law.
4. We Report Suspected Non-Compliance.
The Code will be strictly enforced and violations will be dealt with immediately, including bysubjecting persons who violate its provisions to disciplinary action, which may include reprimandor dismissal. Violations of the Code that involve illegal behavior will be reported to theappropriate authorities in each applicable jurisdiction. This may subject the individuals involved
to civil and/or criminal penalties.
Any employee, officer, director or contractor who learns of a suspected violation of the Codeshould promptly report it pursuant to the procedure below. Employees, officers, directors andcontractors are strongly encouraged to come forward with any such information without regard
to the identity or position of the suspected offender.
Reporting Procedure for Non-Compliance:•

Employees, officers, directors and contractors should promptly report any concerns
about a violation of ethics, laws, rules, regulations or the Code to their manager, ahuman resources manager or the Law Department, including the General Counsel andSecretary or, in the case of accounting, internal accounting controls or audit matters, theAudit Committee of the Board of Directors. Managers should promptly escalate any
report received from an employee to a human resources manager or the Law
Department, including the General Counsel and Secretary, and follow directions
provided by the human resources manager or the Law Department.

•

Any concerns about a violation of ethics, laws, rules, regulations or the Code by the
Chief Executive Officer, Chief Financial Officer or any other senior financial officer orother executive officer or director should be reported promptly to the General Counsel
and Secretary, and the General Counsel and Secretary shall notify the Audit Committeeof any violation.

•

Any concerns about a violation of ethics, laws, rules, regulations or the Code by theGeneral Counsel and Secretary should be reported to the Audit Committee.

•

The names, telephone numbers and addresses of the Company’s General Counsel andSecretary and other Company lawyers are listed in the Company’s directory.

•

If a concern is submitted orally, a written acknowledgment of such concern should berequested.

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Employees, officers and directors may anonymously, where permitted by local law,report any potential incidents of misconduct, including via the Company’s Ethics
Response Line below. An anonymous report should provide enough information about
the incident or situation to allow the Company to investigate properly. The Company’s
Ethics Response Line may be reached as follows:
Ethics Response Line:
United States 1-844-867-4128 (toll-free)
Argentina 0800-444-1243
Australia 1800-490-619
Canada 833-679-2182
China 400-661-2252
Hong Kong 800-93-0359
India 000-800-040-1335
United Kingdom 0808-234-2896
Singapore 800-110-2396
Japan 0066-33-830-771
Switzerland 0800-56-1065
Netherlands 0800-020-1879
South Korea 080-877-5416
Ethicspoint Website:
https://arcadiumlithium.ethicspoint.com/

The Company Ethics Response Line service provides:•

24-hour, 7-days-per-week continuous coverage•

Toll-free service for U.S. Company locations•

Multilingual service – 100 languages•

Confidentiality and anonymity assurance for callers•

Trained staff to handle ethics cases

Investigation: It is the Company’s policy and intent to investigate any reported violation of theCode, other Company policy or applicable law, and to take appropriate action, as determined by
the Company, based on the results of the investigation. Reports of violations of accounting,accounting controls and audit matters will be investigated under the supervision of the Audit
Committee of the Board of Directors. All other violations will be investigated under thesupervision of the Company Ethics Office. All employees, officers, directors and contractors are
required to cooperate in any internal investigations of misconduct and unethical behavior.

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Confidentiality: The investigators will not disclose the identity of anyone who reports asuspected violation or who participates in the investigation, subject to applicable laws,
regulations or legal proceedings. Employees, officers, directors and contractors should beaware that the Ethics Office and Audit Committee are obligated to act in the best interests of theCompany and do not act as personal representatives or lawyers for such individuals.
Reporting Violations to a Governmental Agency: Employees, directors, officers and contractors
have the right to:•Report possible violations of state or federal law or regulation that have occurred, areoccurring or are about to occur to any governmental agency or entity, or self-regulatoryorganization;•

Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before,
any self-regulatory organization or any other federal, state or local regulatory or law
enforcement authority;•

Make reports or disclosures to law enforcement or a regulatory authority without priornotice to, or authorization from, the Company; and•Respond truthfully to a valid subpoena.

The Company cannot require you to withdraw reports or filings alleging possible violations offederal, state or local law or regulation, and the Company may not offer you any kind of
inducement, including payment, to do so.
Your rights and remedies as a whistleblower to a governmental agency or self-regulatoryorganization are protected under applicable whistleblower laws and may not be waived by any
agreement, policy form or condition of employment.
Even if you have participated in a possible violation of law, you may be eligible to participate in
the confidentiality and retaliation protections afforded under applicable whistleblower laws.
Protection Against Retaliation: Retaliation in any form against an individual, who in good faithreports a violation of the Code or who assists in the investigation of a reported violation, is
prohibited. Making a report in “good faith” means that you have provided all the information you
have and that you reasonably believe there has been a possible violation of applicable law,regulation, rule or standard, this Code or any other Company policy, even if your report turns out
to be unsubstantiated. Each employee, officer, director or contractor may report such violations
without fear of retaliation by co-workers, supervisors or others that are the subject of the report.
The Company will treat the information in a confidential manner, to the extent permitted by law,
and will ensure that no acts of retribution or retaliation will be taken against anyone for making areport in good faith. Retaliation may include any unfavorable job action (such as termination,
demotion, suspension, discipline, reduced hours, transfer or adverse compensation action),threat, harassment or other discrimination in the terms and conditions of employment.
In addition, it is a violation of U.S. federal law and other applicable securities laws to retaliate
against anyone who has reported such potential misconduct either internally or to any
governmental agency or entity or self-regulatory organization. Therefore, employees, officers
and directors have the right to not be retaliated against for reporting, either internally to the8Company or to any governmental agency or entity or self-regulatory organization, information
which they reasonably believe relates to a possible violation of law. Retaliatory conduct includes
discharge, demotion, suspension, threats, harassment and any other manner of discriminationin the terms and conditions of employment.
Employment: The General Counsel and Secretary of the Company will have primary authority
and responsibility for the enforcement of this Code, subject to the supervision of the Audit
Committee of the Board of Directors. The Company will devote the necessary resources toenable the General Counsel and Secretary to establish such procedures as may be reasonably
necessary to create a culture of accountability and facilitate compliance with the Code.
Questions concerning this Code should be directed to the Law Department.
5. We Fulfill the Company Corporate Responsibility Program.
The Company’s Corporate Responsibility Committee consists of senior management andreports to the Audit Committee of the Board of Directors. The Corporate Responsibility
Committee, together with the Law Department and external counsel, as applicable, assesses
the Company’s overall compliance with applicable law and the Code, oversees the compliancetraining program, and considers the appropriate response to significant compliance matters andlegal developments. In addition to the resources provided for asking questions and reporting
suspected violations of the Code, employees are encouraged to contact the Corporate
Responsibility Committee through the address below:
Arcadium Lithium plc Ethics Office
PBM 3767
13950 Ballantyne Corporate PlaceCharlotte, NC 28273
USAor online:
https://arcadiumlithium.ethicspoint.com/
6. We Value and Safeguard Our Relationships with Customers.
Most Valued SupplierA primary objective at the Company is to become our customers’ most valued supplier. We
achieve this objective by providing products and services that best meet customer needs anddoing so in a manner that creates a lasting bond of cooperation and trust.
We treat customers fairly and honestly at all times in a manner that conforms to all applicablelaws and is consistent with good business practice. We do not make false or misleading
remarks about other companies or their employees or products, including our competitors.

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Safe and High-Quality Products
We conduct business with a high regard for the health and safety of those using our products
and services. This regard strengthens the bond between the Company and our customers.
Each employee plays a critical role in ensuring the quality and safety of the Company’s
products, from design through manufacturing, ongoing improvements and customer support.
7. We Value and Safeguard Our Employee Relationships.
Respect for Employees
The Company is committed to respecting human dignity. Trust, respect and ethical businessconduct are essential to achieving and maintaining sound relationships among our employees.
Basic to these relationships is the recognition of the personal value and contribution of every
employee. At the Company, we value the diversity of our employees, and we judge and treat
every employee with dignity and respect.
The Company’s policies for recruitment, advancement and retention of employees forbid
discrimination on the basis of any criteria prohibited by law. Consistent with applicable laws of
the location, employees and applicants for employment will be judged on the basis of theirperformance and qualifications without regard to race, gender, gender identity and expression,
religion, national origin, citizenship status, age, disability, marital or maternity status, politicalbeliefs, veteran status, sexual orientation.
Non-Harassment
Sexual harassment of any type is prohibited. Employees, directors, officers and contractors
must not harass others or create or allow an unprofessional, offensive or hostile work
environment. Harassing behavior may be sexual or non-sexual and can include, for example,
epithets, slurs, stereotyping, insulting jokes, unwelcome sexual advances or physical contact,
offensive or sexually suggestive comments, touching, requests for sexual favors or the display
or circulation of offensive or degrading images, text or other material.
Child Labor/Forced Labor
We are opposed to any form of harmful child labor and forced or compulsory labor. It is theCompany’s policy to prohibit harmful child labor or the use of forced or compulsory labor in our
workplaces and we expect our suppliers and contractors to do the same.
Respect for Employees’ Privacy
The Company respects the privacy of its employees, former employees and job applicants andwill share employee information only for business reasons consistent with applicable law. This is
not inconsistent with the Company’s right to monitor electronic communications as further
described in Section 10.

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8. We Value and Safeguard Our Relationships with Suppliers and Contractors.
We seek to maintain our reputation as a dependable customer by being equitable and reliable indealings with suppliers. We will treat suppliers and contractors fairly and honestly at all times
and in a manner conforming to all applicable laws.
We expect our suppliers to share our commitment to sustainability and to producing safe andhigh-quality products.
We expect our suppliers to conduct themselves in an ethical and responsible manner that
supports the protection of and respect for human dignity in their workplaces and is consistent
with the Company’s standards.
9. We Comply with Health, Safety, Security and Environmental Laws.
We are committed to protecting the environment and the health and safety of our employees,
our families, our communities and the public through full compliance with all applicable laws andcontinuous improvement of our performance on environmental, health and safety matters.
To meet the Company’s environmental standards, every Company owned-and-operated facility
must demonstrate compliance with all public health and environmental laws pertaining to its
operations and, consistent with applicable law, maintain an open dialogue with local
communities on the nature and hazards of the materials that it manufactures or handles.
The Company’s Worldwide Policy on Health, Safety, Security and the Environment:
The Company embraces our responsibility to protect the environment and the health, safety andsecurity of our employees, contractors, their families, our communities and the public, as a corevalue of our business sustainability. Transparently promoting the Company’s policies on health,safety, security and the environment (“HSSE”) is the responsibility of all Company employees
and contractors around the world.
The Company’s HSSE Guiding Principles mandate that we:•

Pursue a business strategy that builds on sustainable innovation, operations andbusiness practices as we seek to grow our businesses and improve the quality ofpeople’s lives everywhere;•

Openly conduct our business in a manner that is protective of public and occupational
health, the environment and employee safety;•

Strive to eliminate all accidents and injuries, with an objective of achieving injury-freeworkplaces;•

Give HSSE priority consideration in manufacturing our products and planning for new
products, facilities and processes;•

Comply with all HSSE laws and regulations;•

Strive to reduce emissions and waste, and use energy and natural resources efficiently
as we grow;11•

Actively solicit constructive discussions with our employees, suppliers, customers,
neighbors and shareholders on managing HSSE issues to ensure continuous
improvement, and;•Work with our employees, suppliers, customers, contractors and commercial partners topromote responsible management of our products and processes throughout their entire
life cycle, and for their intended end use, worldwide.

The Company’s HSSE policy is enabled through corporate standards, business policies andmanagement practices. Implementation is achieved through management and employee
engagement, allocation of sufficient human and capital resources, and rigorous measurement,
review and corrective action systems. Advancing this policy is an integral part of the Company’sbusiness conduct.
The Company is committed to providing a drug- and alcohol-free, safe and healthy workplace inaccordance with applicable laws and regulations. The Company is also committed to ensurethat its employees and contractors work in compliance with all applicable laws and mandatory
industry standards pertaining to the number of hours and days worked.
Safe and Healthy Working Environment
Maintaining a safe and healthy work environment is integral to the operation of our business.
Accidents harm our employees, contractors and others involved in our business operations andundermine the effective performance of the business, as well as the trust of the communities inwhich we operate. The Company is responsible for preventing accidents by maintaining ahealthy work environment, by following safe procedures and practices, by using all prescribed
personal protective equipment and by reporting any accidents, injuries and unsafe equipment,
practices or conditions.
No Substance Abuse
We do not use, sell, purchase, transfer, manufacture, possess, or permit to be present in oursystem any illegal or unauthorized drugs, synthetic/designer drugs, or any controlled substance(except legally prescribed drugs), nor do we abuse prescribed drugs, while on the Company’s
premises, engaged in the Company’s business, or operating the Company’s equipment.
In addition, we do not use, sell, manufacture, purchase, transfer or possess alcohol in a
Company facility or on Company premises (except during Company supported, authorized andsupervised occasions). We are not under the influence of alcohol while performing Company
business or job-related duties or while operating Company equipment.
10. We Protect Our Property and the Property of Others.
We are responsible for the protection of Company assets against loss, theft, damage andmisuse. This includes physical property, intangible assets and all forms of business
communications, including electronic mail, telephone, internet and Intranet. Company assets
are intended for use for proper Company purposes and may not be sold, loaned, given away ordisposed of without proper authorization. We may make personal use of such assets on an
occasional and limited basis only as long as the Company’s IT and other relevant policies are12followed, there are no measurable increased costs and other employees are not distracted as aresult of the use. In addition, use of such assets for personal gain is prohibited.
We Use our Electronic Communications and Internet Access for Company Purposes
The Company’s electronic communications and internet access systems are important tools
through which we conduct much of our business. These communication mechanisms anddevices include e-mail, fax and instant messaging systems. The Company reserves the right tomonitor the use of its internet resources and electronic communications and to investigate
potential improprieties. Users have no expectation of privacy in their use of the Company
communications systems beyond that required by law.
The Company reserves the right to filter internet content that it considers offensive or
inappropriate. All use of internet access and electronic communications will be in accordancewith applicable laws, regulations and Company policies and shall not be used to:•Violate copyright, trade secret, patent or other intellectual property rights;•

Divulge company confidential information via social media networks or otherwise;•

Threaten, deceive, defraud, harass, defame, intimidate or offend others or otherwise
violate the privacy of any person;•

Attempt to gain illegal access into another computer network or system;•

Create, execute, store or knowingly propagate non-approved files, such as viruses,
worms, password capturing programs, Trojan horses, etc.;•

Intentionally disrupt or disable Company resources nor prevent other authorized users
from using these resources;•

Send chain letters, unauthorized solicitations or advertisements;•

Distribute Company business e-mail addresses of other employees for non-businesspurposes such as subscribing to private bulletin boards, shopping sites and any othernon-business sites;•

Introduce sexually explicit or offensive materials into the workplace;•

Access pornography, gambling ventures, non-business-related chat rooms or message
boards; or•Download files, unless they are necessary for business purposes and approved by the
local IT management.

Reporting Loss or Misuse of Property
Any individual aware of the loss or misuse of any property must report it to his or her manager
or supervisor or another appropriate Company person. Any individual receiving such reports
shall handle them in a careful and thorough manner.

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11. We Protect Company Confidential Information and Respect the Confidential
Information of Others.
What is Confidential Information?
Confidential information is information that is not generally known to the public and, if improperly
disclosed, may be harmful to the Company or its customers or suppliers, or helpful to its
competitors. The Company possesses valuable confidential information that has beendeveloped over many years at considerable expense.
This information includes proprietary information and trade secrets, such as sales, financial,scientific, economic or engineering information, patents, trademarks, copyrights, customer lists,
marketing plans, technical plans, formulas, methods, techniques, processes, procedures,programs and codes – regardless of how such information is stored, compiled or memorialized– for which the Company takes reasonable measures to keep secret. Confidential information
may also include information received from or relating to third parties with which the Company
has or is contemplating a relationship, such as current or potential customers, operators,
suppliers or strategic partners, and, in addition, may consist of the fact of such relationship orcontemplation of such relationship.
How do we protect Confidential Information?
Unauthorized use or distribution of proprietary information violates Company policy and could
be illegal. We must protect the confidentiality of this information as carefully as we protect theCompany’s physical and other property and should routinely take precautions to keep theinformation from being disclosed. We do not share confidential information with or authorize its
use by non-Company people or even with Company people who do not need to know the
information, except as provided in contracts or legally mandated. If it is appropriate for businessreasons to share Company confidential information with a non-Company person and/or to allow
a non-Company person to use the confidential information, a written confidentiality agreement isrequired to be executed in advance. A Company lawyer can provide an agreement that is
appropriate for such circumstances. We also keep the information in a secure, non-accessible
location and transmit confidential information electronically only under secure conditions.
The obligation to protect the Company’s confidential information continues even after
employment at the Company ceases. Upon separation from the Company, everything thatbelongs to the Company, including all documents and other materials containing confidential
information, must be returned.
Our obligation to protect confidential information extends to social media networking. Company
employees should follow the same procedures for protecting company confidential information
when engaging in any social networking activities.
The Company will vigorously pursue any suspected improper taking and/or use of its
confidential information. If we discover a possible theft of Company confidential information wemust bring this discovery to our supervisor, a Company lawyer or another appropriate Company
person.

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12. We Gather Business Information Ethically and Lawfully.
As part of the daily execution of our business, we gather intelligence about competitors,
suppliers and customers in ethical and lawful ways. Most useful information is available frompublic sources through hard work and persistence. In seeking information from non-public
sources, we act with honesty and integrity, and we do not seek, obtain, or use any information if
it would violate any applicable law, including without limitation antitrust laws, trade secret orother confidential information laws and laws relating to confidential relationships between
employers and employees.
We protect confidential information provided on a confidential basis by others to the Company –usually by following procedures described in agreements relating to such information.
We will not improperly take confidential information from others. In the United States, individuals
and companies who improperly take trade secrets are subject to civil lawsuits for damages andinjunctions, as well as criminal liability under the Economic Espionage Act, including financial
penalties and prison terms.
We do not accept or misdirect communications not meant for us. Any receipt of communications
that appears to be in error and contains proprietary or sensitive information, such as acompetitor’s marketing plans or engineering drawings should be reported to your supervisor
and, in the case of electronic communications, to the Director of Information Technology so thatappropriate action can be taken.
13. We Avoid Conflicts of Interest.
Employees, officers, directors and contractors shall not engage in any activity that would create
a conflict of interest between their personal interests (including the interests of their immediatefamilies) and the best interests of the Company. A “conflict of interest” occurs when a person’s
private interest interferes in any way, or even appears to interfere, with the interest of theCompany, including its subsidiaries. A conflict of interest may arise when an employee, officer,
director or contractor takes an action or has an interest that may make it difficult for him or her
to perform his or her work objectively and effectively. Conflicts of interest may also arise whenan employee, officer, director or contractor (or his or her family members) receives improper
personal benefits as a result of the employee’s, officer’s, director’s or contractor's position in the
Company.
Employees, officers, directors and contractors must make all business decisions in the bestinterests of the Company. Any actual or potential conflict of interest between the Company andan employee, officer, director or contractor is prohibited unless specifically approved in writingby their supervisor (or in the case of an executive officer or director, the Audit Committee of theBoard of Directors), who shall consult with the General Counsel and Secretary concerning thematter. In determining the presence or absence of a conflict of interest, the following will beconsidered: the amount of the individual’s financial interest, as applicable; the individual’s
position with the Company and the influence that the individual may have in business dealings
that impact the matter; and all other relevant factors.

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Activities that could create a conflict of interest include:•

Engaging in personal or any other non-Company business on Company time or with
Company assets;•

Working as an employee or independent contractor for any non-Company firm or person(including self-employment) or engaging in any other activity, if the work or activity
affects job performance or encroaches on time or attention that should be devoted to theCompany’s affairs;•

Disclosing or using for personal advantage confidential information gained by ourposition with the Company;•

Disposing of Company assets for personal benefit. This policy applies both to physicalassets – such as equipment, cars and trucks and office supplies – and to services
provided or paid for by the Company, such as internet access, electronic mail,telephone, fax and the internal mail system;•

Receiving a loan or guarantee of an obligation as a result of the individual’s position with
the Company;•

Accepting loans or gifts of any kind, preferential treatment or favors that place or appear
to place the individual or any member of their immediate family under a stated or implied
obligation to a competitor, supplier or customer of the Company. For example,
employees, officers, directors and contractors must not make investments incompetitors, suppliers, or customers of any kind if the arrangement is not generally
available to others or if a conflict of interest or the appearance of a conflict of interest
could arise because of such individual’s duties and responsibilities. Employees, officers,
directors and contractors may accept promotional premiums and discounts offered bytransportation companies, hotels and similar service providers – such as, for example,“frequent fliers” program benefits – if they are offered to travelers generally and theCompany has not specified to the contrary;•

Acquiring an interest in a firm with which the Company is negotiating or contemplating
negotiations for a merger, acquisition, joint venture or other significant agreement. This
includes employees’, officers’, directors’ and contractors' personal interest as well as theinterests of the members of our immediate family. In general, this Code is not intended
to prohibit modest investments in publicly traded companies. However, common sensemust be used to avoid a conflict of interest and the appearance of a conflict of interest
when considering an investment in a publicly traded company. For example, employees,
officers, directors and contractors must not make investments in even a publicly traded
competitor, customer or supplier if they either have insider knowledge that the Company
has entered into or is considering entering into a business arrangement that may befinancially significant to the Company or the other company;•

Having a significant investment in or working for or serving as a consultant or advisor toany other firm or person (even in a self-employed capacity) if that firm or person is acompetitor (or actively planning to become one), a supplier or a customer of theCompany; or•Conducting Company business with anyone related by blood or marriage;

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In addition, neither an employee, officer, director or contractor nor any member of their
immediate family shall accept membership on the board of directors of any competitor, supplierof material or services, or customer of the Company without prior written approval of theCompany’s General Counsel and Secretary.
If a director has a personal interest in a matter before the Board, the director must disclose theinterest to the full Board prior to discussion as to such matter or deliberation, excuse himself or
herself from participation in the discussion and will not vote on the matter. Personal interests
may include commercial, industrial, banking, consulting, legal, accounting, charitable andfinancial relationships, among others.
Seek Help in Resolving Questions under this Conflict of Interest Policy?
Employees, officers, directors and contractors must promptly disclose to their applicable
supervisor and the General Counsel and Secretary any material transaction or relationship or
potential transaction or relationship that reasonably could be expected to give rise to such a
conflict. Conflicts of interest involving the General Counsel and Secretary and directors shall be
disclosed to the Audit Committee. If there is any doubt as to the application of this Conflict ofInterest policy to a specific activity, relationship, interest, or transaction (either actual or
proposed), ask a Company supervisor or manager for clarification. Sensitive or more complex
questions should be referred to a Company lawyer.
14. We Do Not Take Personal Advantage of Corporate Opportunities.
Employees, officers, directors and contractors are prohibited from taking for themselves
business opportunities that are discovered through the use of corporate property, information or
their position with the Company, unless disclosed in advance to and, if appropriate, approved by(a) for executive officers and directors, the Audit Committee and (b) for other employees, theGeneral Counsel and Secretary.
No employee, officer, director or contractor may compete with the Company. Competing with
the Company may involve engaging in the same line of business as the Company, or any
situation where the employee, officer or director takes away from the Company opportunities forsales or purchases of products, services or interests. Employees, officers, directors andcontractors owe a duty to the Company to advance its legitimate interests when the opportunity
to do so arises.
15. We Comply with Antitrust and Other Competition Laws.
The Company’s policy is to comply with all antitrust and competition laws that apply to its
activities. Although no two competition law systems are the same, most are similar in key
respects. These guidelines set forth conduct that must be avoided at all times and other conductthat may be engaged in only after consulting a Company lawyer.
Nearly all countries in which the Company does business have these laws, including the UnitedStates, Australia, Argentina, Canada, the United Kingdom, the European Union, all EU member
countries, China, India, Singapore and Japan. Many countries (including the United States andthe EU) extend the application of their competition laws to conduct outside their territories that17affects their countries. For example, an agreement negotiated in the United Kingdom to fix
prices for products that are manufactured in the United Kingdom and later shipped into theUnited States may be subject to prosecution in the United States under U.S. law, as well as in
the United Kingdom under U.K. law.
Consequences for violations of antitrust and competition laws are serious:•

In the United States and certain other countries, violations may be criminal – resulting inheavy fines and prison terms for individuals;•

Heavy civil penalties may be imposed, and private companies can bring lawsuits torecover damages in many countries (for three times the amount of the loss in the UnitedStates); and•Violations may also result in court or administrative orders that limit how a company canoperate. Government fines in the United States and the EU have exceeded $100 million
in some cases, and individuals in the United States have served prison terms. Damages
in private lawsuits have also exceeded $100 million.

We Do Not Agree with Competitors on Prices, Production Volumes or Capacity, Where to Sell,or on Other Competitive Matters.
In nearly every country in which the Company does business, it is unlawful for competitors toagree with each other on any of the following:•

Prices they charge their customers;•

Other price-related terms, including credit terms, terms of sale and transportation costs;•

Bids in a customer bidding situation;•

Production volumes or production capacity, including whether to close or build capacity;•

Territories where either company will sell or not sell;•

Customers to whom either company will sell or not sell; or•Whether to boycott or otherwise refuse to deal with certain customers, suppliers, or othercompetitors.

These topics must not even be discussed with a competitor. To “agree” with a competitor in thiscontext can mean not only formal contracts, but also oral agreements and informal
understandings. Even casual discussions with a competitor about industry price trends orwhether the Company or the competitor will do an expansion or capacity shutdown may be usedas evidence that there was an agreement on the topic that was discussed.
Some agreements with competitors are lawful in some circumstances, such as joint ventures,
technology license agreements, supply agreements and joint approaches in government
lobbying. It is important to involve a Company lawyer in discussions for such agreements before
discussions with the competitor begin to assess the action under consideration and so that any
violation and the appearance of any violation can be avoided.

18

We Comply with Laws Governing Acquisitions and Mergers.
Many countries have laws requiring notification of significant mergers and acquisitions or foreign
direct investments to government competition authorities - often before completion of thetransaction. The Company complies with laws governing mergers and acquisitions and foreign
direct investments, including notification requirements. To ensure compliance – and to permit
the advance planning necessary to assure a favorable government review under the applicablecompetition laws – notify a Company lawyer at the outset of considering an acquisition or
merger or foreign direct investment.
We Compete Vigorously, Using Lawful Commercial Practices.
Many countries have laws outlawing fraud and improper interference with a competitor,
customer, or supplier’s business relationships through false disparagement or other means. At
the Company, we comply with all such laws.
16. We Comply with Laws and Regulations for Transnational Business.
We operate our business in compliance with all applicable laws. When we make significant
business investments or acquisitions, we take into account sustainability, compliance and otherethical considerations.
We Comply with all Import Control Laws.
It is the Company’s policy to comply with all laws and regulations that apply to its imports into
the United States. It is the responsibility of every business unit to implement and maintain thenecessary internal controls for import compliance, exercise reasonable care in all importactivities and make best efforts to assure appropriate personnel understand and comply with all
U.S. import laws.
U.S. import laws govern many aspects of our imports, including admissibility of imports into theUnited States, classification and valuation for duty purposes, country of origin marking,environmental reporting, security, eligibility for special preference programs (e.g., NAFTA) andrecords retention. The Company’s management is committed to strict compliance with all importlaws and regulations and expects all employees to implement this commitment in the
Company’s business operations. Implementation will be achieved through organizational
commitment, allocation of sufficient human and capital resources and appropriate oversight andcorrective actions. The Company has established a Corporate Import and Export Compliance
Committee comprising representatives from across the Company’s functions. In addition, we
have trained personnel in logistics responsible for compliance with customs laws.
The Company’s management is also committed to all aspects of the Customs-Trade
Partnership Against Terrorism (“C-TPAT”), under which the Company has committed to ensure
the safety and security of all imports from the point of origin to the point of final destination in the
United States and to corresponding programs in other jurisdictions. The Company has identified
C-TPAT compliance contacts at the Company who ensure C-TPAT compliance.
We Comply with all Export Control Laws.
The United States and some other countries maintain laws and regulations that restrict exports

19

of certain products, services and technologies to certain countries or buyers. It is the
responsibility of every business unit and department to ensure that the items they export may be
lawfully exported and may be sold to the country and individual to whom they intend to sell.
The United States government maintains strict controls on exports of goods, services andtechnical data from the United States and re-exports from other countries. Such restrictions
range from almost total bans on the sales of any items by U.S. companies or their subsidiaries
to certain embargoed countries to prohibitions on selling certain items to specified individuals ororganizations. U.S. law requires government pre-approval of all items to be exported althoughmost Company products are already pre-approved.
These U.S. laws may apply to many seemingly innocuous items, and many chemical andequipment exports are subject to licensing requirements and export controls. Similarly, an
export of technology can occur through a plant visit by a foreign national or an international
telephone conversation or e-mail. The severity of the controls varies greatly, depending on thenature of the goods and data and their ultimate destinations. The rules change frequently withchanges in the policies of the United States and its allies.
The sanctions for violating these controls, even when inadvertent, can be severe and can resultin fines, imprisonment and even the denial of all export privileges to a company. The Company’s
intranet website has additional information on various export laws, and the Company’s lawyers
can provide you with additional guidance and assistance with export issues.
We Do Not Participate in or Comply with Secondary Boycotts that Are Against United States
Government Policy, Including the Arab League Boycott of Israel.
We comply with the stringent U.S. laws and regulations relating to secondary boycotts. Theselaws and regulations may apply to the Company’s subsidiaries outside of the U.S. if thetransaction involves U.S. commerce in even a minimal fashion. In addition, even if a transaction
is not in U.S. commerce, it may still be the subject of tax penalties. Failure to comply rigorouslywith the laws can result in substantial fines and tax penalties for the business unit. The U.S.
laws relating to secondary boycotts require that we:•

Refuse to comply with requests to participate in secondary boycotts that are against U.S.
policy; and•Report every request to participate in such a boycott – construed very broadly to include
oral discussions and receiving preprinted statements in standard business forms – firstto the Company’s Law Department and then to the U.S. Department of Commerce.

In practice, the boycott that most commonly presents problems is the policy of certain Arabcountries to prohibit not only the importation of goods from Israel but also affects commerce withcompanies that also do business with Israel (the secondary boycott). Any business request
asking whether the Company sells to or conducts business in Israel must be reported to a
Company lawyer.
The laws governing foreign boycotts are complex, and requests for compliance with a foreign
boycott or certification of compliance must be reported even if compliance with the foreign
boycott is permitted by law. Some actions that are permitted by law – including certain actions
by non-U.S. subsidiaries – nevertheless have adverse U.S. tax consequences. If there is any

20

doubt about the effect of a particular request or contract provision, consult both a Company
lawyer and the Tax Department.
To comply with these laws, every business unit, department and operation must do thefollowing:•

Establish procedures to review all incoming and outgoing documents andcommunications to or from customers, dealers, or others in boycotting countries. The
review must be conducted by designated individuals in each division or operation who
understand the requirements of the applicable laws, who will conduct all necessary
further reviews, and who will contact the Law and Tax Departments regarding any
boycott requests.

•

Ensure that international sales, order entry, traffic, documentation and credit personnel –who are likely to come in contact with requests for compliance with foreign boycotts –are instructed about how to comply with these laws and that they follow the Company’s
procedures relating to these laws.

17. We Do Not Pay Bribes or Make Improper Payments.
The Company’s funds shall not be used to make payments that violate any applicable laws or
regulations. While this policy summarizes the most commonly applied laws and regulations,they can be ambiguous or difficult to interpret. If you are uncertain about any payment, consult aCompany lawyer.
We Do Not Engage in Commercial Bribery.
We do not pay bribes, kickbacks, or similar payments or gratuities to people or organizations inorder to gain or keep business or to direct business to any other person or company. This policy
applies both to payments made directly and to payments made through an intermediary.
We Do Not Pay Bribes or Kickbacks to Government Agencies, Employees, or Officials.
We do not directly or indirectly offer or give any money, gift, favor, entertainment, loan, gratuity,or other item of value to any employee of any federal, state or local agency that regulates ordoes business with the Company. As long as there is no violation of the rules or standards ofconduct of the Company or the recipient’s organization, employees of Company businesses
doing business with or regulated by government agencies are permitted to provide meals andrefreshments that are reasonable and directly related to business discussions. We do not makeany direct or indirect payments – including Company funds, personal funds or anything else ofvalue – to any government official, employee, political party or candidate of any country in order:•

To obtain or retain business for the Company or any of its subsidiaries; or•To direct business to any other person.

We also do not authorize such payments to be made through a third person if we know or are
substantially certain that any portion of the payment will be used to pay a government official or
employee, or political party or candidate.

21

The Company does not operate in any countries in which bribery of government or political
officials is lawful. In addition, the United States and other countries have enacted laws making
bribery of foreign government officials a crime. At the Company, we comply with applicable laws
and regulations. In particular, we do not engage in violations of foreign law even if local
business practices seem to ignore the law. Even when they are not intended to obtain, retain, or
direct business, we do not provide gifts and entertainment to government officials andemployees of any country beyond the extent to which they are extended by normal custom in
the relevant country. The value of such gifts or entertainment should not exceed US$100 perperson without the prior approval of the Law Department.
We Use Special Care in Appointing Sales Representatives, Distributors and Consultants.
Commission or fee arrangements may be made only with firms or persons serving as bona fidecommercial sales representatives, distributors, or consultants (jointly, “representatives”). Thesearrangements may not be entered into with any firm in which a government official or employee
is known or believed to have an interest if the Company conducts or may seek to conductbusiness with the government agency to which the official or employee is connected. All
business units must investigate the character and reputation of each proposed representative todetermine their appropriateness prior to the engagement.
We pay our representatives by above-board means. Payments must never be made in cash,
and they must be made to the representative’s business office in the country in which it islocated (and not to a foreign office or foreign bank account) unless the Law Department has
approved otherwise.
All commission and fee arrangements with representatives shall be covered by a writtenagreement. The agreement must contain, in addition to other standard terms and conditions:•

A clear description of the services to be provided;•

The commitment by the representative to abide by applicable law, including a
representation that no prohibited payments have been or will be made or promised; and•A statement that the Company may be required to disclose the existence and terms andconditions of the contract to authorized governmental agencies. The amount ofcommission or fee to be paid to a representative for assistance in securing orders andfor after-sales service must be reasonable in light of normal practice for the industry, theline of products involved and the commercial services to be rendered. Sales
representative and distributor agreements are available from Company lawyers.

18. We Respect the Political Process and Comply with Laws Governing PoliticalContributions.
We comply fully with all laws regulating corporate and employee participation in public affairs,
subject to the procedures set out below. The Company encourages employees to exercise theirrights and assume their obligations as citizens.
Where U.S. and other applicable laws permit corporations to make contributions to candidates
for public office, such contributions must receive prior written approval by the business unit or
department requesting the contribution and the Company’s General Counsel and Secretary.

22

These requirements pertain only to political contributions to be made with Company corporate
funds. They do not restrict personal decisions by Company employees to make lawful personal
contributions on their own. Employees must not, however, be reimbursed by expense accounts
or otherwise for such personal contributions.
In other countries, political contributions by the Company or its subsidiaries can be authorized
only when permitted by applicable law, after prior written approval by the corporate officer
responsible for Company activities in the country and the Company’s General Counsel andSecretary.
19. We Do Not Engage in Insider Trading or Related Unlawful Conduct.
The trading of stock by directors, officers, employees and contractors of the Company is subject
to compliance with applicable U.S. federal and other securities laws and the Company’s Insider
Trading Policy on the Company’s Intranet website. Applicable securities laws prohibit the buying
and selling of publicly traded securities by a person with inside information. All non-publicCompany information should be considered inside information and should never be used for
personal gain. Even minor violations of the securities laws can have severe consequences.
Penalties include forfeiture of gains, civil penalties of up to three times the profit gained or loss
avoided, prison terms and large fines.
Insider trading rules apply to all kinds of securities, including common and preferred stock,bonds, commercial paper, options and warrants. They apply to direct buying and selling of
securities by the individual with knowledge and to tipping off a friend or family member who thenbuys or sells the securities.
People with inside information include:•

Officers, directors, contractors and employees of the Company who learn material, nonpublic information in the course of their job;•

People in a confidential relationship with the Company such as bankers, consultants,
advisors and lawyers; and•People who learn material information from a friend or acquaintance about a company
with which the friend or acquaintance has a relationship. Although people may be awareof inside information about a company, the insider trading rules apply only to informationthat is “material”. There is no definition of materiality that will apply in every case, but
generally information is considered material if there is a substantial likelihood that areasonable investor would consider it important in making an investment decision.

Some examples of material information are:•Earnings information and guidance;•

Plans for expansion or shutdown of facilities or significant write-offs or write-downs in thevalue of a company’s assets;

23•

Certain transactions, such as mergers with other companies, acquisitions of othercompanies or parts of other companies, sales of all or part of a company, tender offers
for or by another company; and•Changes in the Board of Directors or senior management.

Because of the severity of fines and the complexity of the applicable rules, you should contact a
Company lawyer if you have any questions whether the insider trading rules apply to thepurchase or sale of the Company’s or any other company’s securities.
20. We Deal Lawfully and Fairly in Government Procurement.
We conduct business with the U.S. government and other government customers in accordancewith high ethical standards. We recognize a special obligation to safeguard and preserve thegoodwill and trust of the U.S. government, other government customers and their taxpayers.
Although fundamental principles of honesty are constants in all of the Company’s businesses, abusiness that serves the U.S. government and many other governments has additional
requirements regarding the appearance and documentation of fairness and integrity.
The risks of violating laws relating to federal government procurement can be extraordinary,
both for the Company and for operating and management employees involved. Common
penalties include imprisonment, large fines for individuals and companies, forfeiture of any profit
on the contract involved and suspension or prohibition from making sales to the applicablegovernment for all of the Company.
In addition to complying with applicable law and with the Code, we vigorously seek to control
costs in accordance with U.S. government procurement standards and regulations to obtainitems for government contracts of appropriate quality at the best possible price. Consult aCompany lawyer with any questions.
21. We Manage Our Records Properly.
To operate effectively and efficiently, records must be managed properly. Documents neededfor ongoing business or required by law must be retained, while all other documents should bediscarded. If excess records are not discarded, the costs and distraction of records maintenanceescalates continually.
A general review of documents as to whether they are still needed is to be conducted at least
once per year. In general, no document should be retained for more than two years unless it isneeded for ongoing business or a law requires its retention. Before disposing of documents,
employees, contractors, officers and directors should consult the Company’s Record Retention
Policy on the Company’s Intranet website. Those who are unsure about the need to keep
particular documents should consult with their records administrator or supervisor, so that a
judgment can be made as to the likelihood that the documents will be needed.
Whenever it becomes apparent that documents will be required in connection with a lawsuit orgovernment investigation, employees, contractors, officers and directors will preserve all
possibly relevant documents and immediately suspend ordinary disposal or modification of

24

documents pertaining to the subjects of the litigation or investigation. Under no circumstances
will employees, contractors, officers or directors alter any of these documents. If suchindividuals are uncertain whether documents under their control should be preserved because
they might relate to a lawsuit or investigation, they must contact the Law Department for
guidance.
22. We Respond Appropriately to Government Investigations.
The Company cooperates with government investigations. If an employee, officer, director orcontractor is contacted by a government official or investigator about a Company matter, thefollowing apply:
We Do Not Speak on Behalf of the Company
Most individual employees are not authorized to act as spokespersons for the Company in legal
matters or investigations. Instead of making any statement on behalf of the Company,
employees must:•

Refer the investigator to a Company lawyer; and•Promptly contact both their supervisor or other responsible manager and a Company
lawyer to report the inquiry.

If an employee receives a legal document related to the Company, such as a summons,complaint, subpoena or discovery request, whether from a governmental agency or otherwise,
the employee must immediately contact the General Counsel and Secretary to ensure an
appropriate and timely response. Employees must not respond to any request, answer any
questions or produce any documents without first discussing with the General Counsel andSecretary. Also, it is not appropriate to attempt to list legal matters or pending litigation in vendor
or supplier qualification forms, RFPs or RFQs or in any questionnaires. Under no circumstanceshould employees threaten or initiate legal action on behalf of the Company.
We Consider Contacting the Company Before Any Discussions with Government Officials or
Investigators.
The choice of whether to speak with a government official or investigator is the employee’s, but
the Company requests that employees contact a Company attorney before speaking with sucha person. Simply ask for the person’s name and telephone number and tell them they will becontacted.
•

An employee ordinarily has a right to have an attorney present at any such discussion. If
the Company is contacted, the Company may supply an attorney for the employee in theappropriate circumstances.

•

In the United States and many other countries, government investigators are not entitled
to insist that an employee speak with them, or to threaten the employee if he or she
refuses.

•

If an employee chooses to speak with a government investigator, they should speak
truthfully. False statements to a government investigator may be prosecuted.

25

We Verify the Investigator’s Authority.
•

Ask for the name of the investigator and for proof of who they are (such as an agency
badge or identification card). Employees always are entitled to proof of identification in
the United States and are usually entitled to it in other countries.

•

Ask for a description of the subject matter and purpose of the inquiry. Company
employees are never authorized to speak to private investigators, journalists, special
interest groups, or other similar people about their work at the Company or Company
business without prior authorization.

We Protect the Company’s Documents and Proprietary Information.
Never provide Company files or documents of any kind to an investigator without prior, specificauthorization from a Company attorney or supervisor. Company files or documents include
computer files, drawings, papers, or files created or procured for Company work. Thesematerials are Company property, even if they are kept at home or elsewhere.
One exception to this rule is a search warrant or other similar court order. Do not interfere withany law enforcement officer who has a valid search warrant or similar court order. Contact the
Law Department immediately if you receive a search warrant or other similar court order.
23. Reporting and Information Resources
You are required to promptly and accurately report any violations of the Code that come to yourattention to your manager, human resources manager or a Company lawyer. The names,
telephone numbers, and addresses of the Company’s General Counsel and other Company
lawyers are listed in the company’s directory. If you are uncomfortable reporting a violation tothese individuals or wish to report a violation anonymously, contact:
Ethics Response Line:
United States 1-844-867-4128 (toll-free)
Argentina 0800-444-1243
Australia 1800-490-619
Canada 833-679-2182
China 400-661-2252
Hong Kong 800-93-0359
India 000-800-040-1335
United Kingdom 0808-234-2896
Singapore 800-110-2396
Japan 0066-33-830-771
Switzerland 0800-56-1065
Netherlands 0800-020-1879
South Korea 080-877-5416
Ethicspoint Website:
https://arcadiumlithium.ethicspoint.com

26

You may do so without fear of retaliation.
If you have any questions or doubts about any aspect of the Code, consult your Company
manager, human resources manager, a Company lawyer, another appropriate Company personor the Company Ethics Office.
Australian whistleblower protections may also apply – see the Annexure for more information.
Arcadium Lithium plc
1818 Market Street, Suite 2550
Philadelphia, PA 19103
USA© 2024 Arcadium Lithium plc

27

Annexure: Australian whistleblower protections
When does this Annexure apply?
This Annexure applies if there is a connection between your disclosure and Australia. For
example, you are:•an Australian citizen;•

Australia-based;•

speaking up about a situation relating to Australian operations; or•

speaking up about conduct alleged to have occurred in Australia.

Eligibility for protection under Australian laws
In order to obtain protection under Australian whistleblower laws you must meet all of thefollowing criteria:•

you are an Eligible Whistleblower;•

you have a reasonable basis to suspect Reportable Conduct; and•you disclose Reportable Conduct to an Eligible Recipient or Authorised Regulator.

Disclosures to a lawyer to obtain legal advice or representation about protections under
Australian law are also protected. In special circumstances, disclosures to a journalist or
member of Parliament may also be protected and are explained further below.
You will still be protected under Australian law even if your disclosure is not made in good faith,
turns out to be incorrect, or is made anonymously, so long as you have reasonable grounds tosuspect the information you are providing concerns misconduct or an improper state of affairs or
circumstances. However, if you deliberately make a disclosure that you believe or know to befalse, you will not be protected and this may give rise to disciplinary action.
Disclosures to journalists or parliamentarians
Legal protections are also available if you make a public interest or emergency disclosure to ajournalist or a parliamentarian. To make a public interest or emergency disclosure the disclosuremust have previously been made to ASIC, APRA or a prescribed body and written noticeprovided to the body to which the disclosure was made. In the case of a public interest
disclosure, 90 days must have passed since the previous disclosure.
It is important for you to understand the criteria for making a public interest or emergency
disclosure and we recommend you seek independent legal advice before you do so.
How will the Company protect me?
The Company will respect your request to remain anonymous, although in some circumstances
this may impact on how thoroughly a matter can be investigated.

28

The Company will not disclose Confidential Information unless a legal exception applies or withyour consent. Legal exceptions include disclosures made to ASIC, APRA, the AustralianFederal Police or (for tax matters) the Commissioner of Taxation, as well as disclosures madeto a lawyer for the purpose of advice or representation in relation to whistleblower laws, orwhere it is reasonably necessary to disclose information likely to identify you for an investigation
and all reasonable steps are taken to protect your identity.
The Company will not engage in Detrimental Conduct towards you.
Anyone who discloses Confidential Information obtained directly or indirectly because of yourdisclosure without your consent or Company authorization, or who engages in Detrimental
Conduct, is in breach of this Code and disciplinary action may follow.
What protections will apply under Australian law?
If you meet the eligibility criteria, you will qualify for the following protections.
Anyone who engages in Detrimental Conduct may be guilty of an offence and may be liable fordamages.
You can seek compensation and other remedies through the courts if you suffer loss, damage or injury
because of Detrimental Conduct and if the Company failed to take reasonable precautions andexercise due diligence to prevent the Detrimental Conduct. For further information, please seek
independent legal advice.
A person commits an offence if they obtain Confidential Information directly or indirectly because ofyour disclosure and they disclose that information, unless:•you consent to the disclosure of the Confidential Information•a disclosure of information likely to lead to your identity is reasonably necessary for theeffective investigation of the matter and all reasonable steps are taken to reduce the risk ofyour identification•

your Confidential Information is disclosed to ASIC, APRA, the AFP or a person or bodyprescribed by regulation or (for tax-related matters) is reported to the Commissioner ofTaxation•

your Confidential Information is disclosed to a lawyer for the purpose of obtaining legal advice
or representation

For example:•

any legal action for breach of an employment contract, duty of confidentiality or anothercontractual obligation•

attempted prosecution for unlawfully releasing information, or other use of the disclosure in aprosecution•

disciplinary action for making the disclosure

29

The statutory protections do not provide you with immunity if it is found that you participated in
the misconduct that you disclosed.
How do I make a disclosure?
You can make a disclosure in writing, by email or by phone to an eligible recipient.
What happens after I voice my concerns?
Your disclosure will be triaged and assessed for next steps. An investigation may follow. The
process of an investigation will depend upon the nature of the disclosure and may include all orsome of the following steps:•

preparing an investigation plan•gathering documents and information•

document and information review•

witness interviews•

putting allegations to respondents for a response

The Company will ensure that people mentioned in disclosures are treated fairly by ensuringthat any investigation is conducted confidentially and carefully, and where procedural fairness isafforded so that, unless special circumstances arise, persons have an opportunity to respond toallegations before adverse findings are made.
Where appropriate, you will be updated when the investigation is complete.
How this Annexure will be made available
The Code of Ethics and Business Conduct containing this Annexure is available on the
Company’s website.

30

Definitions
Authorized Regulator

ASIC, APRA or the Commissioner of Taxation (for tax-related disclosures)

Confidential Information

Your identity or information likely to lead to your identification.

Detrimental Conduct

When a person causes or threatens (whether express or implied, conditionalor unconditional) to cause detriment to you or someone else because theperson believes or suspects that you (or someone else) made, may have
made, proposes to make, or could make a disclosure qualifying for protection,and the belief or suspicion is the reason, or part of the reason, for the
detriment.

Eligible Whistleblower

Any past or present director, officer, employee, individual who supplies
services or goods to the Company (whether paid or unpaid), employee of aperson or organization who supplies services or goods to the Company(whether paid or unpaid), or relative, dependent or dependent of the spouseof any individual referred to above.

Reportable Conduct

Misconduct or an improper state of affairs or circumstances, which includes:••

breaches of the Corporations Act 2001 (Cth);•conduct that represents a danger to the public or the financial system.

an offence against the Commonwealth punishable by imprisonmentfor 12 months or more; orReportable Conduct does not include a Personal Work-related Grievance.
Eligible Recipient

In respect of the Company or a related body corporate, an officer, senior
manager, auditor, members of an audit team conducting an audit, an actuary
or a person authorized to receive disclosures of the Company or related body
corporate. In relation to tax matters only, a tax or BAS agent or an employee
or officer who has functions and duties in relation to the entity's tax affairs.

Personal Work-related
Grievance

A grievance about any matter in relation to the discloser's employment, orformer employment, having (or tending to have) implications for the discloser
personally, and the information does not have significant implications for theCompany that do not relate to the discloser and does not concern conductreferred to in Reportable Conduct above. Examples include:•

an interpersonal conflict between the discloser and another
employee;•a decision relating to the engagement, transfer or promotion of thediscloser;•a decision relating to the terms and conditions of engagement of thediscloser; or•a decision to suspend or terminate the engagement of the discloser,
or otherwise discipline the discloser.