Vendor Code of Conduct

Last updated May 11, 2023

At Tremor International, Ltd. (“Tremor”), we expect the highest standards of ethical business conduct from our officers, employees, and directors.

We also expect the same of our vendors, suppliers, distributors, partners, business associates, and third party representatives (“Vendors”). This Vendor Code of Conduct (“Code”) sets forth Tremor’s expectation that its Vendors uphold the highest standards of ethics and comply with all applicable laws and regulations. These expectations should complement each Vendor’s own policies, applicable legal requirements, and the terms of any agreements that a Vendor may have with Tremor.

Failure to comply with this Code could result in termination of the business relationship.

I. Compliance with Applicable Governmental Laws, Rules, and Regulations

Tremor expects its Vendors to fully comply with the laws, rules and regulations of the countries in which they operate, particularly those laws related to Vendor’s performance of duties for Tremor.

II. Anti-Corruption Compliance & Business Expenses

Tremor prohibits bribes, kickbacks, or other improper or illegal payments of anything of value from being directly or indirectly offered, given, authorized, promised, solicited, or accepted in any way related to Tremor, whether it involves public officials (including officers or employees of governments or state-owned entities) or private parties.

Tremor prohibits bribery to influence a public official, to obtain or retain business from any party, or to secure an unfair business advantage.

Tremor also prohibits Vendors from making facilitation payments, or small, unofficial payments to public officials to expedite routine, non-discretionary government decisions (even if permissible under local law).

All business expenses provided by Vendors related to Tremor’s business – including gifts (whether money or any other thing of value), hospitality, entertainment, events, travel, or accommodation – must comply with any agreements with Tremor; have a legitimate business purpose; be reasonable and modest in value and frequency; comply with local law; and be accurately recorded. Tremor prohibits the provision of cash gifts.

III. Export, Customs, Trade Control, and Anti-Money Laundering

Tremor expects its Vendors to comply with all applicable export, customs, and trade control laws and regulations, including economic and trade sanctions laws, antiboycott laws, and any related licensing requirements.

Tremor also expects its Vendors to comply with all applicable anti-money laundering laws and regulations.

IV. Conflicts of Interest & Corporate Opportunities

Vendors must avoid actual or potential conflicts of interest involving Tremor – i.e., instances where the Vendor’s personal interests (including interests of the Vendor itself or the Vendor’s employees, officers, or directors) interfere or appear to interfere with Tremor’s interests.

Vendors are prohibited from directly or indirectly (a) taking personally for themselves opportunities that are discovered through the use of Tremor property, information or positions; (b) using Tremor property, information or positions for personal gain; or (c) competing with Tremor for business opportunities.

Any actual or potential conflicts of interest must be promptly reported to Tremor.

V. Insider Trading

Vendors may not trade or advise others to trade Tremor securities while in possession of “material nonpublic information” about Tremor. Information is material if it could reasonably be expected to affect the judgment of investors regarding whether or not to buy, sell, or hold the securities in question .

Tremor also prohibits Vendors from “tipping” others (e.g., family or friends) regarding material nonpublic information about Tremor.

VI. Antitrust, Competition, and Fair Dealing

Tremor expects its Vendors to comply with applicable antitrust and competition laws designed to promote fair and open competition, particularly as it relates to Tremor.

Vendors must not directly or indirectly enter into any formal or informal agreement with competitors that fixes or controls prices, divides or allocates markets, limits the production or sale of products, boycotts certain suppliers or customers, eliminates competition or otherwise unreasonably restrains trade.

Vendors must deal fairly with Tremor’s customers, service providers, suppliers, competitors and employees.

We expect our Vendors to act in good faith and with due care and diligence. Vendors may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

VII. Record Management and Recording Transactions

Vendors are expected to ensure that all financial books, records and accounts related to their relationship with Tremor accurately reflect transactions and events. Vendors shall maintain books, records, and supporting documentation related to their work with Tremor.

Vendors must not falsify documents, transactions, or accounting records related to Tremor.

VIII. Confidential Information

We expect our Vendors to safeguard and protect Tremor’s confidential information, as well as the confidential information of Tremor’s customers, suppliers, shareholders, Tremor employees, or other third parties.

Confidential information should be interpreted broadly to include all non-public information relating to Tremor or other companies that would be harmful to the relevant company (or useful to competitors) if disclosed.

This could include trade secrets, source code, object code, patents, copyrights, trademarks, business plans, engineering ideas, databases, customer lists and any other information disclosed to a Vendor related to its Tremor work.

Tremor prohibits Vendors from misusing proprietary information or trade secret information that was obtained without the owner’s consent; or from using confidential information for personal gain.

IX. Data Privacy

Vendors must comply with all applicable laws and regulations regarding the protection of personal information or other sensitive or protected information, and assist Tremor in complying with its own obligations in this regard.

X. Respect, Human Rights, Employee Relations and Non-Discrimination

Tremor expects its Vendors to comply with all applicable human rights laws prohibiting child, forced, indentured, involuntary or slaved labor and human trafficking. Vendors must ensure that all employment is voluntary (with the freedom to be terminated) and must not retain an employee’s passport, government-issued identification, or work permit as a condition of employment.

Tremor expects its Vendors to treat others with dignity and respect. We do not tolerate unlawful harassment by our Vendors, including verbal, physical, or sexual harassment.

Tremor is committed to providing equal opportunities in employment, development, and advancement for all qualified persons – and we expect our Vendors to share that commitment. Tremor does not tolerate illegal discrimination by its Vendors.

XI. Environment, Safety, and Health

Tremor expects its Vendors to operate in a manner protective of human health, safety, and the environment, especially as it relates to Vendors work with Tremor.

Tremor expects its Vendors to comply with both the letter and the spirit of applicable health, safety and environmental laws and regulations.

XII. Use and Protection of Tremor Corporate Assets

If provided with Tremor assets (such as technology, software, proprietary information, or physical assets), Vendors are expected to protect these assets and ensure their efficient use for legitimate business purposes.