Bang & Olufsen a/s : Business conduct and ethics policy

BUSINESS CONDUCT AND ETHICS POLICY

(Adopted as of 06.07.2021 by the Board of Directors)

Foreword by the CEO

In order to stand the test of time, we at Bang & Olufsen have continuously adapted our business to match the needs from our customers in terms of craftsmanship, sound and design. While our business has evolved, we have been unwavering in our commitment to the highest level of business ethics and integrity. Our success is measured not only by our results, but also by how we achieve those results. This is an essential part to create long-term value for our shareholders and other stakeholders.

In addition to our Values: Passion, Pride and Persistence, our Business Conduct and Ethics Policy sets out simple yet fundamental principles that inspire our employees in the conduct of business and guide each of us in the exercise of our responsibilities. I encourage you to discuss any questions or concerns you have with your manager or other Company executives.

The principles set out in this Policy applies to all employees and sets a clear expectation that our principles must be followed in all job-related activities, regardless of potential pressure from the business. We place high expectations specifically on all Bang & Olufsen managers and executives to lead by example and to help others meet their ethical and compliance responsibilities.

Our future collective success depends on the ethical commitment of every individual in our Company in order to achieve our vision of elevating how we all hear, see, and feel the world.

Kristian Teär

CEO

1. Scope of Policy

1.1. This Policy applies to all Bang & Olufsen's corporate entities ("Bang & Olufsen") and all Bang & Olufsen employees.

2.	Definitions
	"Anything of Value"	Should be broadly construed, and includes not
		only cash or cash equivalents, but also
		entertainment, meals, drinks, travel, lodging,
		gifts, discounts, use of materials, facilities or
		equipment, investment opportunities, insurance
		benefits, political or charitable contributions,
		promise of future employment and/or any other
		financial advantage.
		In determining whether Anything of Value has
		been provided, the key consideration will be the
		subjective value of that being conveyed,
		together with the recipient's perception of it.
	"Audit Committee"	Refers to the Bang & Olufsen Audit Committee
		consisting of selected members from the Board
		of Directors.
	"Bang & Olufsen"	Refers to all Bang & Olufsen corporate entities.
	"Bribery"	Occurs when Anything of Value is offered, paid,
		sought or accepted to influence a business
		outcome inappropriately.
	"Company"	Refers to Bang & Olufsen.
	"Corruption"	Is behaviour lacking in honesty and integrity and
		particularly relates to the giving of bribes to
		anyone in return for corporate or personal gain.
	"Executive Management Board"	Refers to the executive officers of the
		management board of Bang & Olufsen,
		registered as such, with the Danish Business
		Authority.
	"Facilitation Payment"	Facilitation payments are modest payments
		made for the purpose of expediting or facilitating
		the provision of services or routine non-
		discretionary government action which a
		Government Official is normally obliged to
		perform.

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"Government Official"	Should	be	broadly construed,	and	includes:
	(a)	any	employee	or	officer	of:
	(a.i) any government or government's
	department,	agency	or	branch;
	(a.ii) any public international organization;
	(a.iii) any government owned or controlled
	commercial enterprise;
	(b) members of royal families,
	(c) any political party, party official or candidate
	for political office; and
	(d) any other person acting in an official capacity
	on behalf of any of the foregoing.
	A person does not cease to be a Government
	Official by purporting to act in a private capacity
	or by the fact that they serve unpaid.
"Inside Information"	Refers to information of a precise nature which
	has not been made public, relating, directly or
	indirectly, to one or more issuers or to one or
	more financial instruments, and which, if it were
	made public, would be likely to have a
	significant effect on the prices of those financial
	instruments or on the price of related derivative
	financial instruments.
"Money Laundering"	Refers to the illegal process of making money
	generated by a criminal activity appear to have
	come from a legitimate source.

Policy

3. Ethical Decision Making

1. Making the right business decision is not always easy. What is right and what is wrong is not always clear. An employee may find him-/herself under pressure or unsure of what to do. Please follow the following ethical decision making guidance in order to help you make the right decision for Bang & Olufsen.
   When you come across a difficult problem that could threaten Bang & Olufsen's integrity, ask yourself these questions to make an ethical decision:
2. • Do you believe it is consistent with our values, policies and guidelines?
   • Does it feel right? Does it meet your standards of fairness and honesty?
   • Would you be willing to be held accountable for your decision?
3. The following remarks could be warning signs that the considered decision is non-compliant and not in line with our values:
4. • "Everyone else is doing it this way."
   • "We should keep this decision secret."
   • "The short-term profit is more important."

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4. Conflict of Interest

1. A conflict of interest occurs when a person's private interests interfere with, or even appears to interfere with, the interests of Bang & Olufsen.
2. Employees must never use or attempt to use their position to obtain improper personal benefits for themselves or for others. Any employee who is aware of a conflict of interest, or the appearance of a conflict of interest, or is concerned that a conflict might develop, must discuss the matter with their manager and the Global Compliance Officer. While a conflict of interest may not necessarily violate this Policy, continuing to work in any role, or participating in any decision, that involves that conflict of interest without disclosing it is a violation.
3. Any actual or potential conflict of interest involving a member of the Executive Management Board or Board of Directors must be resolved by the Audit Committee.

1. Anti-Corruption,Gifts, Hospitality and Political Contributions

1. Anti-Corruption
   Bang & Olufsen is committed to a zero-tolerance policy towards any form of direct or indirect Bribery or Corruption, including Facilitation Payments, whether offered or accepted by employees or business stakeholders. Please see the Bang & Olufsen Anti-Corruption Policy for full guidance on anti-Corruption and anti-Bribery.
2. Hospitality, Travel, Meals and Gifts
   Hospitality, travel, meals and gifts are considered part of doing business and maintaining relationships; however, caution must be applied as even a well-intentioned hospitality, travel, meals and gifts can be inappropriate and in violation of law or our policies. Hospitality, travel, meals and gifts must always be reasonable and must not improperly influence others. Extra care needs to be taken when dealing with Government Officials. Internal Company meetings and internal Company events must also be appropriate. Please see the Bang & Olufsen Anti-Corruption Policy for further guidance on hospitality, travel, meals and gifts.
3. Political and Charitable Contributions

1. Financial or non-financial contributions to candidates for political office, political party officials or political parties are not permitted, save where such contribution has obtained appropriate approval. Please see the Bang & Olufsen Anti- Corruption Policy for full guidance on political contributions and exemption approval process.
2. As an important part of Bang & Olufsen's work on corporate social responsibility, our Company engage in charitable work, often by donating products or offering know-how to various charitable causes. Caution must however be applied as even a well-intentioned charitable contribution can be inappropriate and in violation of law or our policies, if it creates a conflict of interest or undue influence on the recipient. Please see the Bang & Olufsen Anti-Corruption Policy for full guidance on charitable contributions.

6. Honest and Fair Dealing

6.1. Employees must endeavour to deal honestly, ethically and fairly with the Company's customers, suppliers, competitors and employees. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Fair conduct is considered to be conduct that is free from unfair advantage through manipulation, concealment or misrepresentation of material facts, abuse of privileged information or any other unfair-dealing practice.

7. Fraud and use of Company Assets

7.1. Bang & Olufsen does not tolerate any form of fraud, theft, embezzlement or misuse of the Company's assets. Bang & Olufsen's assets are only to be used for legitimate business reasons. Assets include, but are not limited to office equipment, telephone, copy machines, facilities, vehicles, commercial products, documents, data and financial resources. Employees have a responsibility to protect Bang & Olufsen's assets from theft and loss and to ensure their efficient and safe use. Theft, carelessness and waste have a direct impact on Bang & Olufsen's profitability.

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8. Confidentiality and Trade Secrets

1. It is important that employees protect the confidentiality of information related to the Company, as employees may have access to proprietary and confidential information concerning the Company's business, customers, stakeholders and suppliers.
2. Confidential information includes any internal information obtained in the course of employment, including but not limited to non-public information concerning:
3. 1. the Company's business, financial results and prospects,
   2. the Company's customers and suppliers,
   3. intellectual property rights, including patents and know-how,

1. 1. the Company's contracts, agreements or investments, and
   2. potential corporate transactions involving the Company and any legal proceedings commenced by or against the Company as well as any non-public information that might, if disclosed, be of use to the Company's competitors or harmful to the Company or its customers.
2. Employees are required to keep such information confidential during their employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in order to perform a required job duty and as clearly authorized.
3. Bang & Olufsen is listed on NASDAQ Copenhagen and as a consequence disclosure of material non-public information relating to the Company could violate applicable insider trading laws and could result in significant civil and criminal penalties for the individual, in addition to penalties that may be imposed upon the Company and its management.
4. Employees should immediately notify the Executive Vice President, Chief Legal Officer of any known or suspected leak of confidential information. Based on the information received, the Chief Legal Officer together with the Executive Management Board shall determine which measures to take.

1. Data Privacy and Data Ethics

1. Bang & Olufsen is committed to protecting the privacy of our employees, customers and other stakeholders and in general applies a high level of data ethics on the use of all types of data, including data which does not contain personal data.
2. Our principles for ensuring compliance with data privacy regulations and standards are: (1) We must always handle personal data with care and protect the personal data that is entrusted to us. All employees must ensure to keep personal data safe, secure, and accurate, (2)Personal data is only to be collected, accessed, used, and stored for legitimate business purposes, (3) Personal data must be transmitted using secure tools and access to personal data must be restricted to authorized individuals, and (4) External stakeholders, who provide services for Bang & Olufsen, must be obligated to maintain privacy protections of the personal data we share.
3. A high level of data ethics is important to Bang & Olufsen, as Bang & Olufsen acknowledges that data is becoming increasingly important to our business and the treatment of data will create ethical challenges from time to time. Bang & Olufsen works with data and data ethics as follows: (1) Bang & Olufsen collects and use data to improve its business and the services/products offered to our customers, (2) all data must be obtained and collected in compliance with legislation, (3) Bang & Olufsen acquires data from third party sources, however if the data relates to an individual full transparency must be offered to the individual about the collection of such data, (4) Bang & Olufsen does not sell data to third parties, (5) Bang & Olufsen uses artificial intelligence and machine learning to a limited degree in its manufacturing processes and to provide better service to its customers.
4. Bang & Olufsen will continuously focus on data ethics and ensure that when algorithms are built on a data set, that such data set has a wide representation of the target group and that the algorithms should avoid being biased. Relevant Bang & Olufsen employees are offered training in data ethics. The Executive Vice President of Marketing, Digital & Customer Experience and the Senior Director of IT have the responsibility for ensuring a high level of data ethics is applied across Bang & Olufsen.
5. Employees can find more guidance on data privacy on BeoWeb.

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