Page 47 - Footprint Employee Handbook 2021

Our officers, directors and employees have an obligation to act in the best interests of Footprint. All officers, directors
and employees are expected to avoid situations that present a potential or actual conflict between their interests and
the interests of Footprint. For directors, this may include recusal from discussions of the Board when their
participation could be perceived as creating a conflict.

A “conflict of interest” occurs when a person’s personal interests interfere in any way, or even appears to interfere
or could reasonably be expected to interfere, with the interests of Footprint as a whole. A conflict of interest can arise
when an employee, officer or director 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 when an employee, officer, or
director or his or her family members receives personal benefits as a result of the officer’s, director’s, or employee’s
position in Footprint.

In simplest terms, as an officer, director, or employee of Footprint, you must keep the interests of Footprint paramount
at all times and avoid any action which may result in Footprint receiving less than the full benefit of your efforts. You
must avoid any position which gives you an interest that competes with Footprint and any situation where your
actions for Footprint could be influenced–or even appear to be influenced-by personal or family considerations. In
dealing with Constituent Third Parties and prospective Constituent Third Parties, you must act entirely in Footprint’s
interests to the total exclusion of personal advantage.

Although it would not be possible to describe every situation in which a conflict of interest may arise, the following
are examples of situations which may constitute a conflict of interest:

• Working or serving, in any capacity, for, or assisting a competitor, customer or supplier while employed by
Footprint.
• Accepting gifts (other than nominal gifts) or receiving personal discounts or other benefits as a result of your
position in Footprint from a competitor, customer or supplier. It is not, however, a conflict of interest to accept
hospitality or entertainment, such as a lunch or dinner, that is not extraordinary in value, in the ordinary
course of business. For rules relating to governmental officials or healthcare professionals, please consult
the Company’s Global Anti-Corruption Policy.
• Competing with Footprint for the purchase or sale of property, services or other interests.
• Having an interest in a transaction involving Footprint, or an interest in a Constituent Third Party or a
competitor (not including routine investments in publicly traded companies); provided, that such investments
are not based upon material, non-public information.

• Receiving a loan or guarantee of an obligation as a result of your position with Footprint.
• Directing business to a competitor or a Constituent Third Party owned or managed by, or which employs, a
relative or friend.

• Passing confidential information to a competitor or a Constituent Third Party (other than pursuant to an
approved, executed non-disclosure agreement).

A potential conflict may also arise if you are a member of the board of directors or advisory board member of a
Constituent Third Party. Accepting outside board seats requires significant time and may expose you to conflicts of
interest with Footprint. Accordingly, if you feel that accepting such a position with a Constituent Third Party is in
Footprint’s best interests, you should check with the CPO or the CLO before accepting the position. In the event you
do accept a board position after permission is granted by the CPO or the CLO, you may retain any compensation
you receive for your board participation (even if such is paid to you in stock or stock options) unless Footprint has
an ownership interest in such company, or you are Footprint’s representative on the board. You should be aware
that unless you have been asked to be Footprint’s representative on another’s board, our Director’s and Officer’s
insurance policy will not provide you with any insurance coverage. Therefore, you should fully understand the
potential personal liabilities associated with board membership.

Situations involving a conflict of interest may not always be obvious or easy to resolve. Officers should report actions
that may involve a conflict of interest to the CPO or the CLO. Employees who are not directors or officers should
report the existence of any actual or potential conflict of interest either to the CPO, or to his/her Footprint reporting
manager or (who must report all potential conflicts to the CPO) for further disposition.

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